AGM Group Holdings Inc. Announces Subsequent Closing of US$2 Million Convertible Promissory Note Offering

AGM Group Holdings (Nasdaq: AGMH) announced a subsequent closing of a convertible promissory note offering, with a $500,000 note convertible into Class A ordinary shares and aggregate gross proceeds of $425,000 as to this closing.

Rhea-AI Summary

AGM Group Holdings (Nasdaq: AGMH) announced a subsequent closing of a convertible promissory note offering, with a $500,000 note convertible into Class A ordinary shares and aggregate gross proceeds of $425,000 as to this closing.

Under a September 22, 2025 securities purchase agreement, the company may issue up to $6 million of original-issue-discount convertible advances in three tranches; the first tranche totals $2 million and is structured as two installments of $1.5 million at initial closing and $500,000 upon effectiveness of an initial resale registration statement. This closing was the second closing of the first tranche and occurred on December 18, 2025.

Positive

• Raised $425,000 in gross proceeds at the December 18, 2025 closing
• Access to up to $6 million in aggregate convertible advances under the SPA
• First tranche structured as $2,000,000 in two installments, providing near-term funding

Negative

• Convertible note principal of $500,000 issued for $425,000 proceeds (original issue discount)
• Convertible securities may result in future share dilution for existing shareholders

Argus Dec 22 session

-4.44% close to close 0.8x rel. volume Open Argus

Details

News Market Reaction – AGMH

On Dec 22, the first trading day after this news, AGMH closed 4.44% below the previous close.

Data tracked by StockTitan Argus for the Dec 22 session.

Key Figures

Convertible note principal: $500,000 Gross proceeds: $425,000 Advances program size: $6,000,000 +5 more

Convertible note principal

$500,000

Principal amount of the Note in this subsequent closing

Gross proceeds

$425,000

Aggregate gross proceeds from this Closing

Advances program size

$6,000,000

Total face value of original issue discount convertible advances

First tranche total

$2,000,000

Aggregate principal of first tranche of Advances

Initial installment

$1,500,000

First installment of first tranche at initial closing

Second installment

$500,000

Second installment of first tranche at this Closing

Par value per share

$0.05

Par value of Class A ordinary shares underlying the Note

Tranche count

3 tranches

Maximum number of tranches under the Securities Purchase Agreement

Historical Context

2 past events · Latest: Oct 14

2 events

1. Oct 14

   Nasdaq listing compliance

   24h Move

   -0.8%

   Nasdaq confirmed AGMH maintained listing compliance through September 29, 2025.

2. Jun 20

   Bid price compliance

   24h Move

   +1.3%

   Regained compliance with Nasdaq minimum bid price requirement for continued listing.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible promissory note, Class A ordinary shares, par value, original issue discount, +4 more

8 terms

convertible promissory note financial

"announced the subsequent closing of offering of a convertible promissory note in the principal amount"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

Class A ordinary shares financial

"convertible into Class A ordinary shares of the Company, par value $0.05 per share"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

par value financial

"Class A ordinary shares of the Company, par value $0.05 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

original issue discount financial

"issue up to $6 million in face value of original issue discount convertible advances"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

convertible advances financial

"up to $6 million in face value of original issue discount convertible advances (the “Advances”)"

Convertible advances are short-term loans or cash injections that the lender can later swap for company shares instead of being repaid in cash. Think of it like giving someone money now with the option to trade that IOU for a slice of the business later; for investors this matters because it can change how much ownership existing shareholders hold, alter the company’s debt load, and affect potential upside or dilution when the advance converts.

Securities Purchase Agreement financial

"Under the Securities Purchase Agreement (the “SPA”), the Company may issue up to $6 million"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

registration statement regulatory

"upon the effectiveness of an initial resale registration statement to be filed with the U.S."

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

U.S. Securities and Exchange Commission regulatory

"resale registration statement to be filed with the U.S. Securities and Exchange Commission"

The U.S. Securities and Exchange Commission is a government agency responsible for overseeing the stock market and protecting investors. It sets rules to ensure that companies share truthful information and that trading is fair, helping to maintain trust in the financial system. This oversight is important because it helps prevent fraud and ensures that investors can make informed decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

HONG KONG, Dec. 19, 2025 (GLOBE NEWSWIRE) -- AGM GROUP HOLDINGS INC. (Nasdaq: AGMH) (the “Company” or “AGMH”), is one of the few publicly-listed companies at US market with both ASIC chip design and crypto miner production capabilities and its released crypto miner has competitive product performance and parameters, today announced the subsequent closing of offering of a convertible promissory note in the principal amount of $500,000 (the “Note”) convertible into Class A ordinary shares of the Company, par value $0.05 per share (“Shares”) for aggregate gross proceeds of $425,000 as to the closing (the “Closing”).

On September 22, 2025, the Company entered into a series of agreements with an institutional investor (the “Investor”), pursuant to which the Company agreed to allot and issue up to $6 million in face value of original issue discount convertible advances (the “Advances”). Under the Securities Purchase Agreement (the “SPA”), the Company may issue up to $6 million in aggregate principal amount of Advances in three tranches. The first tranche of $2 million is issued in two installments: $1,500,000 at initial closing and $500,000 upon the effectiveness of an initial resale registration statement to be filed with the U.S. Securities and Exchange Commission (“SEC”). This Closing is the second closing of the First Tranche occurred on December 18, 2025.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About AGM Group Holdings Inc.

AGM Group Holdings Inc. is one of the few publicly-listed companies at US market with both ASIC chip design and crypto miner production capabilities and its released crypto miner has competitive product performance and parameters. For more information, please visit the Company’s website at https://agmhgroup.com/

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "approximates," "assesses," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "will," "would," "should," "could," "may" or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and other filings with the U.S. Securities and Exchange Commission.

For more information, please contact:

AGM GROUP HOLDINGS INC.
Investor Relations Department
Email: ir@agmhgroup.com
https://agmhgroup.com/

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did AGMH announce on December 19, 2025 about the convertible note closing?

AGMH announced a subsequent closing of a $500,000 convertible promissory note for aggregate gross proceeds of $425,000, with the closing occurring on December 18, 2025.

How much aggregate funding can AGMH raise under the September 22, 2025 SPA (AGMH)?

Under the SPA AGMH may issue up to $6 million in original-issue-discount convertible advances in three tranches.

What is the structure and timing of AGMH's first tranche under the SPA (AGMH)?

The first tranche is $2 million issued in two installments: $1.5M at initial closing and $500K upon effectiveness of an initial resale registration statement.

Will the convertible note closing affect AGMH shareholders (AGMH)?

Yes; the note is convertible into Class A shares and the issuance of convertible advances may dilute existing shareholders if converted.

Why was part of the first tranche conditioned on a resale registration statement (AGMH)?

The SPA tied the $500,000 installment to the effectiveness of an initial resale registration statement to permit registration or resale of issued shares as required.