AlphaTON Capital Corp Announces $15 Million Registered Direct Offering

Rhea-AI Summary

AlphaTON Capital Corp (NASDAQ: ATON) has entered a definitive agreement for a registered direct offering of 15,000,000 ordinary shares (or pre-funded warrants) at $1.00 per share for aggregate gross proceeds of $15.0 million. Closing is expected on or about January 14, 2026, subject to customary conditions. H.C. Wainwright & Co. is the exclusive placement agent. Net proceeds are intended for scaling GPU deployments for Cocoon AI, working capital and general corporate purposes. The securities are offered under a shelf registration declared effective December 11, 2025.

Positive

• $15.0M gross proceeds committed
• Proceeds earmarked for GPU scaling for Cocoon AI
• Offering uses an effective shelf registration (Dec 11, 2025)

Negative

• Issuance of 15,000,000 shares could dilute existing shareholders
• Net proceeds reduced by placement agent fees and offering expenses
• Closing subject to customary conditions; not guaranteed by Jan 14, 2026

News Market Reaction

+42.86% 85.7x vol

88 alerts

+42.86% News Effect

+5.7% Peak Tracked

-73.1% Trough Tracked

+$8M Valuation Impact

$25M Market Cap

85.7x Rel. Volume

On the day this news was published, ATON gained 42.86%, reflecting a significant positive market reaction. Argus tracked a peak move of +5.7% during that session. Argus tracked a trough of -73.1% from its starting point during tracking. Our momentum scanner triggered 88 alerts that day, indicating high trading interest and price volatility. This price movement added approximately $8M to the company's valuation, bringing the market cap to $25M at that time. Trading volume was exceptionally heavy at 85.7x the daily average, suggesting very strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Registered direct size: $15 million Shares / pre-funded warrants: 15,000,000 Offering price: $1.00 per share +1 more

4 metrics

Registered direct size $15 million Aggregate gross proceeds before fees for current offering

Shares / pre-funded warrants 15,000,000 Ordinary shares or pre-funded warrants to be sold

Offering price $1.00 per share Purchase price in registered direct offering

Addressable users 1 billion MAUs Telegram super app addressable monthly active users cited

Market Reality Check

Price: $0.7400 Vol: Volume 837,909 is below t...

low vol

$0.7400 Last Close

Volume Volume 837,909 is below the 20-day average of 1,909,638, suggesting no elevated pre-news trading. low

Technical Shares at $0.91 trade well below the $3.83 200-day MA and 93.41% below the 52-week high.

Peers on Argus

ATON was up 1.04% pre-news. Peers showed mixed moves: EQS +3.71%, GROW +0.82%, B...

ATON was up 1.04% pre-news. Peers showed mixed moves: EQS +3.71%, GROW +0.82%, BCG +0.77%, RMCO +1.15%, CUBA -1.18%, with no momentum-cluster flags.

Historical Context

5 past events · Latest: Jan 12 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 12	AI infra financing	Positive	+1.0%	Closed $46M AI compute infrastructure deal with projected strong returns.
Dec 17	Program cancellation	Negative	-14.0%	Cancelled Anduril tokenized investment program over transfer restriction risks.
Dec 17	AI platform launch	Positive	-14.0%	Announced decentralized AI-native biotech platform targeting rare cancers.
Dec 16	Strategic investment	Positive	-3.6%	Strategic investment in Alpha Liquid Terminal for Telegram-focused financial stack.
Dec 16	Treasury investment	Positive	-3.6%	Announced $30M strategic treasury investment in Anduril Industries and fund plan.

Pattern Detected

Recent positive strategic and AI announcements often saw negative or muted price reactions, suggesting skepticism toward growth initiatives and complex strategies.

Recent Company History

Over the last two months, AlphaTON announced several strategic and AI-focused initiatives. On Dec 16, 2025, it disclosed a $30M Anduril Industries investment and a planned $100M tokenized fund, alongside a strategic investment in Alpha Liquid Terminal; both coincided with -3.64% moves. On Dec 17, 2025, it launched a decentralized AI-native biotech platform and later clarified Anduril-related tokenization risks, with shares down 13.98%. On Jan 12, 2026, it closed a $46M AI infrastructure deal, with a modest 1.04% gain. Today’s equity offering fits an ongoing capital-raising and AI build-out narrative.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-11-06

An effective Form F-3 shelf dated Nov 6, 2025 allows registered resales of up to 189,719 ordinary shares by a selling shareholder. The company itself does not receive proceeds from those resale transactions, but the active shelf framework enables ongoing registered activity, as reflected by a 424B5 usage on Nov 25, 2025.

Market Pulse Summary

The stock surged +42.9% in the session following this news. A strong positive reaction aligns with t...

Analysis

The stock surged +42.9% in the session following this news. A strong positive reaction aligns with the company’s pattern of using capital raises to fund AI and infrastructure initiatives, as seen in prior $46M and strategic investment announcements. However, investors have previously shown skepticism toward complex strategies. An upswing after this offering could be vulnerable if dilution concerns resurface or if execution on GPU scaling and Cocoon AI deployments lags prior timelines and communicated goals.

Key Terms

registered direct offering, pre-funded warrants, shelf registration statement, prospectus supplement, +1 more

5 terms

registered direct offering financial

"…at a purchase price of $1.00 per ordinary share… in a registered direct offering."

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"…ordinary shares (or pre-funded warrants in lieu thereof), at a purchase price…"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"The securities described above are being offered pursuant to a “shelf” registration statement…"

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.

prospectus supplement regulatory

"The offering is being made only by means of a prospectus, including a prospectus supplement…"

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.

placement agent financial

"H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

AI-generated analysis. Not financial advice.

New York, NY, Jan. 13, 2026 (GLOBE NEWSWIRE) -- AlphaTON Capital Corp (NASDAQ: ATON) (“AlphaTON” or the “Company”), the world’s leading public technology company scaling the Telegram super app, with an addressable market of 1 billion monthly active users, today announced that it has entered into a definitive agreement for the purchase of an aggregate of 15,000,000 of its ordinary shares (or pre-funded warrants in lieu thereof), at a purchase price of $1.00 per ordinary share (or pre-funded warrant in lieu thereof) in a registered direct offering. The closing of the offering is expected to occur on or about January 14, 2026, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be $15 million, before deducting the placement agent fees and other offering expenses payable by the Company.  The Company currently intends to use the net proceeds from the offering for scaling GPU deployments for Cocoon AI, working capital and general corporate purposes.

The securities described above are being offered pursuant to a “shelf” registration statement (File No. 333-291921) filed with the Securities and Exchange Commission (“SEC”) on December 3, 2025 and declared effective on December 11, 2025. The offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the securities being offered will be filed with the SEC and be available at the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail at placements@hcwco.com.
  
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, 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 AlphaTON Capital Corp. (Nasdaq: ATON) 

AlphaTON Capital Corp (NASDAQ: ATON) is the world’s leading technology public company scaling the Telegram super app, with an addressable market of 1 billion monthly active users while managing a strategic reserve of digital assets. The Company implements a comprehensive M&A and treasury strategy that combines direct token acquisition, validator operations, and strategic ecosystem investments to generate sustainable returns for shareholders. Through its operations, AlphaTON provides public market investors with institutional-grade exposure to the TON ecosystem and Telegram’s billion-user platform while maintaining the governance standards and reporting transparency of a Nasdaq-listed company. Led by Chief Executive Officer Brittany Kaiser, Executive Chairman and Chief Investment Officer Enzo Villani, and Chief Business Development Officer Yury Mitin, the Company’s activities span network validation and staking operations, development of Telegram-based applications, and strategic investments in TON-based decentralized finance protocols, gaming platforms, and business applications.

AlphaTON Capital Corp is incorporated in the British Virgin Islands and trades on Nasdaq under the ticker symbol “ATON”. AlphaTON, through its legacy business, is also advancing first-in-class therapies targeting known checkpoint resistance pathways to achieve durable treatment responses and improve patients’ quality of life. AlphaTON actively engages in the drug development process and provides strategic counsel to guide the development of novel immunotherapy assets and asset combinations. To learn more, please visit https://alphatoncapital.com/. 

Forward Looking Statements 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of net proceeds from the offering. These statements relate to future events or AlphaTON’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the development and adoption of artificial intelligence technologies, cryptocurrency market volatility, regulatory developments, technical challenges in infrastructure deployment, and general economic conditions. AlphaTON undertakes no obligation to update any forward-looking statements, except as required by law.

Investor Relations: 

AlphaTON Capital Corp
AlphaTON@icrinc.com
(203) 682-8200

Media Inquiries: 

Richard Laermer
RLM PR
AlphaTON@rlmpr.com
(212) 741-5106 X 216

Richard Laermer
RLM PR
AlphaTON (at) rlmpr.com

FAQ

What is AlphaTON (ATON) offering in the January 13, 2026 registered direct offering?

AlphaTON is offering 15,000,000 ordinary shares (or pre-funded warrants) at $1.00 per share for expected gross proceeds of $15.0 million.

When is the ATON registered direct offering expected to close?

The company expects the offering to close on or about January 14, 2026, subject to customary closing conditions.

How will AlphaTON (ATON) use the proceeds from the $15 million offering?

The company intends to use net proceeds for scaling GPU deployments for Cocoon AI, working capital and general corporate purposes.

Who is the placement agent for AlphaTON's (ATON) offering and where is the offering filed?

H.C. Wainwright & Co. is the exclusive placement agent; the securities are offered under a shelf registration (File No. 333-291921) declared effective December 11, 2025.

Will the ATON offering cause shareholder dilution and how much is being issued?

The offering will issue 15,000,000 shares (or pre-funded warrants), which may dilute existing shareholders depending on current outstanding share count.