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AirJoule Technologies Announces Pricing of $20 Million Public Offering of Class A Common Stock

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AirJoule Technologies (NASDAQ: AIRJ) priced an underwritten public offering of 6,153,847 shares of Class A common stock at $3.25 per share, implying gross proceeds of approximately $20.0 million. The offering included participation by directors and executive officers who bought shares at the public price on the same terms.

The company granted the underwriter a 45-day option to purchase up to an additional 923,077 shares. Net proceeds are intended to fund growth capital, working capital and capital-efficient manufacturing readiness with strategic partners. The offering is expected to close on or about January 15, 2026, subject to customary closing conditions.

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Positive

  • Offering size: 6,153,847 shares (~$20.0M gross proceeds)
  • Insider participation: directors and executives purchased at public price
  • Use of proceeds: funding growth capital and manufacturing readiness

Negative

  • Dilution: issuance of 6,153,847 shares to public investors
  • Overallotment: underwriter option up to 923,077 additional shares

News Market Reaction

-13.60%
20 alerts
-13.60% News Effect
-15.7% Trough in 33 min
-$38M Valuation Impact
$241M Market Cap
0.1x Rel. Volume

On the day this news was published, AIRJ declined 13.60%, reflecting a significant negative market reaction. Argus tracked a trough of -15.7% from its starting point during tracking. Our momentum scanner triggered 20 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $38M from the company's valuation, bringing the market cap to $241M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Offering size: $20 million Shares offered: 6,153,847 shares Offering price: $3.25 per share +5 more
8 metrics
Offering size $20 million Public offering of Class A common stock priced Jan 14, 2026
Shares offered 6,153,847 shares Underwritten public offering of Class A common stock
Offering price $3.25 per share Public offering price for Class A common stock
Underwriter option shares 923,077 shares 45-day option to purchase additional Class A shares
Shelf capacity $150,000,000 Maximum aggregate amount under Form S-3 shelf filed Nov 14, 2025
JV capital contribution $2.75M Contribution to 50/50 JV with GE Vernova in Q3 2025
Cash balance $26.0M Cash, cash equivalents and restricted cash at Sept 30, 2025
Committed equity facility $30 million Committed equity facility referenced in 424B3 and 10-Q filings

Market Reality Check

Price: $3.22 Vol: Volume 274,985 is at 0.54...
low vol
$3.22 Last Close
Volume Volume 274,985 is at 0.54x the 20-day average of 512,197, indicating subdued pre-offering activity. low
Technical Shares at $3.97 are trading below the 200-day MA of $4.52 and 57.36% below the 52-week high.

Peers on Argus

AIRJ is down 4.8% while peers show mixed, mostly modest moves: PPIH (-0.21%), IN...

AIRJ is down 4.8% while peers show mixed, mostly modest moves: PPIH (-0.21%), INVE (-2.81%), APT (+0.42%), ASPN (+1.76%), JELD (-0.37%). This points to stock-specific pressure from the offering.

Historical Context

5 past events · Latest: Jan 13 (Negative)
Pattern 5 events
Date Event Sentiment Move Catalyst
Jan 13 Equity offering launch Negative -4.8% Announced commencement of underwritten Class A common stock offering.
Jan 08 Program selection Positive +2.7% Joined Net Zero Innovation Hub program to advance data center deployments.
Dec 19 Strategic partnership Positive -1.2% Partnered with Red Dot Ranch on off-grid residential water pilot in California.
Dec 02 AI WPA progress Positive -3.8% Advanced Nexus Data Centers MOU toward first industrial Water Purchase Agreement.
Nov 13 Q3 2025 earnings Neutral -8.0% Reported Q3 results with commercialization spend and detailed cash/JV position.
Pattern Detected

News has often been met with selling pressure, including on positive partnership and commercialization updates, while dilutive or financing-related headlines saw aligned downside moves.

Recent Company History

Over the last two months, AirJoule reported Q3 2025 results on Nov 13, 2025, highlighting commercialization steps, a $2.75M JV contribution with GE Vernova, and a $26.0M cash balance, yet shares fell 8.01%. Subsequent AI/data-center and partnership updates in December drew mixed reactions, including a -3.81% move on an AI/WPA milestone. On Jan 8, 2026, selection for the Net Zero Innovation Hub lifted shares 2.74%. The Jan 13, 2026 proposed offering under the S-3 shelf led to a -4.8% decline, setting the stage for today’s pricing announcement.

Regulatory & Risk Context

Active S-3 Shelf · $150,000,000
Shelf Active
Active S-3 Shelf Registration 2025-11-14
$150,000,000 registered capacity

An effective Form S-3 shelf filed on Nov 14, 2025 authorizes up to $150,000,000 of securities, enabling offerings like the current $20 million deal to be executed via prospectus supplements without a new full registration.

Market Pulse Summary

The stock dropped -13.6% in the session following this news. The decline reflects market sensitivity...
Analysis

The stock dropped -13.6% in the session following this news. The decline reflects market sensitivity to equity dilution from the $20 million underwritten offering at $3.25 per share, following a -4.8% move on the proposed deal. This fits a pattern where AIRJ often traded lower around financing and even some positive news. With an effective $150,000,000 S-3 shelf and prior PIPE and equity facilities, continued capital-raising capacity could remain an overhang for the stock.

Key Terms

underwritten public offering, shelf registration statement, form s-3, registration statement, +3 more
7 terms
underwritten public offering financial
"announced the pricing of an underwritten public offering of 6,153,847 shares"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
shelf registration statement regulatory
"pursuant to an effective shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
form s-3 regulatory
"effective shelf registration statement on Form S-3 (File No. 333-291527)"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
registration statement regulatory
"the “Registration Statement”) previously filed with the U.S. Securities"
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.
prospectus supplement regulatory
"by means of a prospectus and a prospectus supplement that meet the requirements"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
book-running manager financial
"Lucid Capital Markets is acting as sole book-running manager for the offering."
A book-running manager is the lead organizer responsible for coordinating a large financial sale, such as issuing new stocks or bonds. They oversee preparing all necessary documents, setting the sale’s price, and finding buyers, much like a concert promoter arranging a major event. Their role matters to investors because they help ensure the offering is successfully sold at the best possible terms.
public offering price financial
"at a public offering price of $3.25 per share"
The public offering price is the amount of money a company charges investors to buy its shares during a new stock sale to the public. It determines how much the company raises and how much each share is worth at the start of trading. For investors, it helps gauge the initial value of the stock and whether it might be a good investment opportunity.

AI-generated analysis. Not financial advice.

RONAN, Mont., Jan. 14, 2026 (GLOBE NEWSWIRE) -- AirJoule Technologies Corporation (NASDAQ: AIRJ) (“AIRJ” or the “Company”) today announced the pricing of an underwritten public offering of 6,153,847 shares of its Class A common stock, par value $0.0001 per share (“Class A common stock”), at a public offering price of $3.25 per share, pursuant to an effective shelf registration statement on Form S-3 (File No. 333-291527) (the “Registration Statement”) previously filed with the U.S. Securities and Exchange Commission (the “SEC”).

The offering included participation from directors, officers and executive management of the Company including Patrick C. Eilers, the Company’s Executive Chairman and member of its Board of Directors, Matthew B. Jore, the Company’s Chief Executive Officer and member of its Board of Directors and Stuart D. Porter, a member of the Company’s Board of Directors, who each purchased shares of Class A common stock in this offering at the public offering price per share and on the same terms as the other purchasers in this offering.

The Company intends to use the net proceeds it receives from the offering to fund growth capital, working capital and for general corporate purposes, including advancing capital-efficient manufacturing readiness and supporting phased, demand-aligned deployment with strategic growth partners.

In addition, the Company has granted the underwriter a 45-day option to purchase up to an additional 923,077 shares of Class A common stock at the public offering price, less the underwriting discounts and commissions.

Lucid Capital Markets is acting as sole book-running manager for the offering. The offering is expected to close on or about January 15, 2026, subject to customary closing conditions.

The offering is being made only by means of a prospectus and a prospectus supplement that meet the requirements under the Securities Act of 1933, as amended. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the offering, may be obtained from: Lucid Capital Markets, LLC, 570 Lexington Avenue, 40th Floor, New York, New York 10022, or by accessing the SEC’s website at www.sec.gov. A final prospectus supplement will be filed with the SEC.

The Registration Statement was previously filed with the SEC on November 14, 2025 and was declared effective by the SEC on November 21, 2025. The Registration Statement may be obtained free of charge at the SEC’s website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of Class A common stock or any other securities, nor shall there be any sale of such shares of Class A common stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About AirJoule Technologies Corporation

AirJoule Technologies Corporation (NASDAQ: AIRJ) is the developer of AirJoule™, a platform technology that provides efficient and sustainable dehumidification and pure water from air.

Cautionary Note Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. These forward-looking statements include statements regarding the proposed offering of Class A common stock, including statements regarding the size and terms of the offering, our use of proceeds therefrom and statements regarding completion of the offering. These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” and similar terms and phrases that indicate future events and that do not relate to historical matters. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth in the Company’s filings with the SEC, including the Registration Statement and the prospectus supplement relating to this offering, its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its subsequent Quarterly Reports on Form 10-Q, under the caption “Risk Factors,” as may be updated from time to time in the Company’s periodic filings with the SEC. Any forward-looking statement in this press release speaks only as of the date of this release. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

Contacts

Investor Relations & Media:
Tom Divine – Vice President, Investor Relations and Finance
investors@airjouletech.com


FAQ

How many shares did AirJoule (AIRJ) offer in the January 14, 2026 public offering?

AirJoule offered 6,153,847 shares of Class A common stock at $3.25 per share.

What are the expected gross proceeds from the AIRJ offering priced January 14, 2026?

The offering implies approximately $20.0 million in gross proceeds before expenses.

Did AirJoule insiders participate in the AIRJ January 2026 offering?

Yes; directors and executive officers purchased shares at the public offering price on the same terms.

Is there an overallotment option in the AIRJ January 2026 offering and how large is it?

Yes; the underwriter has a 45-day option to buy up to 923,077 additional shares.

How does AirJoule plan to use the net proceeds from the AIRJ offering?

Proceeds are intended for growth capital, working capital, and capital-efficient manufacturing readiness.

When is the AIRJ public offering expected to close?

The offering is expected to close on or about January 15, 2026, subject to customary closing conditions.
Airjoule Technologies Corp

NASDAQ:AIRJ

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Building Products & Equipment
Air-cond & Warm Air Heatg Equip & Comm & Indl Refrig Equip
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