Basel Medical Group Ltd (BMGL) Prices Registered Direct Offering

Common warrants allow 6,000,000 additional shares to be issued without further cash payments to the company.

Rhea-AI Summary

Basel Medical Group (Nasdaq: BMGL) entered agreements to sell 6,000,000 units in a registered direct offering through placement agent Cathay Securities. Each unit costs US$1.33 and includes one ordinary share or pre-funded warrant, plus one common warrant. Gross proceeds will be US$7.98 million; the company estimates net proceeds of approximately US$7.28 million.

Ordinary shares outstanding will rise from 1,582,111 to 7,582,111 upon completion. Common warrants permit zero-cash exercise for an aggregate of 6,000,000 additional shares; the company does not expect additional funds from their exercise. For 180 days after closing, company securities issuance and financing transactions require the placement agent's prior written consent. Executives, directors and certain shareholders owning at least 5.0% before the offering also entered 180-day lock-ups, subject to exceptions.

1 point · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Offering funding will provide US$7.98 million gross; estimated net proceeds are approximately US$7.28 million. 1.5× market cap

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Offering dilution increases ordinary shares outstanding from 1,582,111 to 7,582,111 upon completion.
• Minor point. Forward-looking: it has not happened yet and may not happen.6,000,000 common warrants permit additional dilution, exercisable immediately at 110% of the unit price, expiring after five years.
• Minor point. Forward-looking: it has not happened yet and may not happen.Zero-cash warrant exercise requires no additional payment; the company does not expect further exercise proceeds.
• Minor point. Forward-looking: it has not happened yet and may not happen.Company issuance and capital-raising restrictions require placement-agent consent for 180 days after closing.

News Explained

BMGL has entered into offering agreements, with share issuance described as occurring upon closing; its common warrants are exercisable immediately upon issuance and expire five years later, setting the window for up to 6,000,000 additional shares to issue without further cash through the disclosed zero-cash option.

Argus 15 min delay 9 alerts

-6.10% vs previous close $3.08 last price 4.5x rel. volume Open Argus

Details

Market move: BMGL -6.10% vs previous close. registered direct offering

+8.8% Peak Tracked

-16.9% Trough Tracked

$2.56 – $3.47 Day Range

$4.87M Market Cap

On Oct 8, the day this news came out, the latest delayed price for BMGL is 6.10% below the previous close. Argus tracked a peak move of +8.8% during the session. Argus tracked a trough of -16.9% from its starting point during tracking. Our momentum scanner has recorded 9 alerts for this stock so far that day. The latest delayed price is $3.08. Relative volume is very high at 4.5x the average.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Units offered: 6,000,000 units Public offering price: US$1.33 per Unit Gross proceeds: US$7.98 million +5 more

Units offered

6,000,000 units

Registered direct offering

Public offering price

US$1.33 per Unit

Offering price

Gross proceeds

US$7.98 million

Before commissions and offering expenses

Net proceeds

US$7.28 million

Company estimate

Common warrant exercise price

110% of the public offering price per Unit

Common Warrants are exercisable immediately

Zero-cash warrant shares

6,000,000 additional Ordinary Shares

Could be issued upon zero-cash exercise without additional payment to the company

Shares outstanding after offering

7,582,111 Ordinary Shares

Immediately upon offering completion

Lock-up period

180 days

Company, executive officers, directors, and certain shareholders

Key Terms

pre-funded warrant, zero cash exercise price option, beneficial ownership, lock-up agreements

4 terms

pre-funded warrant financial

"one Pre-Funded Warrant (defined below)"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

zero cash exercise price option financial

"by means of a zero cash exercise price option"

A contractual right to obtain company shares on exercise without making a cash payment of the strike price. Instead of the option holder handing over money, the company delivers fewer shares (or withholds a portion of the shares issuable) equal in value to the exercise price and any required tax withholding, or issues the net number of shares after offsetting the price. Practically this lets the holder convert options into equity with no out-of-pocket cost; structurally it is a form of cashless or net exercise and changes how many new shares are issued and how dilution and tax withholding are handled.

beneficial ownership regulatory

"result in the purchaser’s beneficial ownership exceeding 4.99%"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

View in glossary

lock-up agreements financial

"have entered into lock-up agreements in connection with the offering"

A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

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

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Singapore, Oct. 08, 2026 (GLOBE NEWSWIRE) -- Basel Medical Group Ltd (Nasdaq: BMGL) (the “Company”) today entered into a placement agency agreement with Cathay Securities, Inc., as the placement agent (the “Placement Agent”), as well as a securities purchase agreement with certain purchasers, pursuant to which the Company will issue and sell 6,000,000 units (the “Units”), at a public offering price of US$1.33 per Unit, each consisting of one ordinary share with no par value (each an “Ordinary Share” and collectively the “Ordinary Shares”) or one Pre-Funded Warrant (defined below) of the Company, and one warrant (“Common Warrant”), each to purchase one Ordinary Share.

The Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “BMGL”. The Common Warrants and Pre-Funded Warrants will not be listed or quoted on any exchange. The total gross proceeds to the Company from the offering, before deducting commissions and offering expenses, will be US$7.98 million. The Company estimates that its net proceeds from this offering will be approximately US$7.28 million. The Ordinary Shares issued and to be issued upon warrant exercise and pursuant to this offering are registered pursuant to the Company’s effective registration statement on Form F-1 (File No. 333-298988) (the “Registration Statement”) and will be freely tradeable without restriction following the closing of this offering.

Each Common Warrant is exercisable immediately on the date of issuance at an exercise price per share equal to 110% of the public offering price of each Unit sold in this offering and will expire five years from the date of issuance. A holder of Common Warrants may, at any time following the closing of this offering within the exercise period and in its sole discretion, exercise its Common Warrants in whole or in part by means of a zero cash exercise price option, in which the holder will receive the number of Ordinary Shares that would be issuable upon a cash exercise of the Common Warrant, without payment of additional consideration, or a total of 6,000,000 additional Ordinary Shares in the aggregate. As a result, we will likely not receive any additional funds and do not expect to receive any additional funds upon the exercise of the Common Warrants. If all of the 6,000,000 Common Warrants offered to investors in this offering are exercised on a zero cash basis, an aggregate of 6,000,000 Ordinary Shares would be issued upon such zero cash exercise without payment to us of any additional cash.

Each purchaser who purchased Units that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of our outstanding Ordinary Shares, were offered the opportunity to purchase Units consisting of one pre-funded warrant (in lieu of one Ordinary Share, each a “Pre-Funded Warrant”) and one Common Warrant. Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of Ordinary Shares outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will be exercisable for one Ordinary Share. The purchase price of each Unit that includes a Pre-Funded Warrant is the final Unit offer price less US$0.01, and the remaining exercise price of each Pre-Funded Warrant will equal US$0.01 per share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

Immediately prior to this offering, the Company had a total of 1,582,111 Ordinary Shares issued and outstanding. Immediately upon the completion of the offering, the Company will have a total of 7,582,111 Ordinary Shares issued and outstanding and a total of 6,000,000 Common Warrants issued and outstanding.

The Company and all of our executive officers, directors and certain shareholders beneficially owning 5.0% or more of our ordinary shares prior to this offering have entered into lock-up agreements in connection with the offering. Under these agreements, the Company and each of these persons may not, without the prior written approval of the Placement Agent, offer, sell, contract to sell or otherwise dispose of or hedge Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares, subject to certain exceptions. The restrictions contained in these agreements will be in effect for a period of 180 days for the Company and 180 days for the executive officers, directors and such shareholders, after the date of the closing of this offering. The Company has agreed that, for a period of 180 days following the closing date of this offering, it will not, without the prior written consent of the Placement Agent, directly or indirectly issue, offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any Ordinary Shares or any securities convertible into, exercisable for, or exchangeable for Ordinary Shares, other than a prospectus filed with the Commission pursuant to Rule 424(b) in connection with this offering, supplements or amendments to registration statements or supplements previously filed. The Company has also agreed that, during the same 180 days, it will not enter into or consummate any financing or capital-raising transaction, including any equity line of credit, equity financing, convertible bond, convertible note, other equity-linked financing, or variable rate transaction, without the prior written consent of the Placement Agent.

Cathay Securities, Inc. is acting as exclusive placement agent in connection with this offering. Sichenzia Ross Ference Carmel LLP is acting as counsel to the Company regarding U.S. securities law matters. Hunter Taubman Fischer & Li LLC is acting as U.S. securities counsel for the placement agent.

The securities described above are being offered pursuant to the Registration Statement, which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 29, 2026. The offering is being made only by means of a prospectus which is a part of the Registration Statement. A preliminary prospectus relating to the offering has been filed with the SEC. Copies of the final prospectus relating to the offering, when available, may be obtained from Cathay Securities, Inc., 40 Wall Street, Suite 3600, New York, NY 10005, Attention: Shell Li, or by calling +1 855-939-3888, by email request to service@cathaysecurities.com.

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more complete information about the Company and the offering. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offers, solicitations or sales would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. Any offers, solicitations, or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

About Basel Medical Group Ltd

Basel Medical is a Singapore-based provider of orthopedic and trauma services, sports medicine, orthopedic procedures and surgery, as well as neurosurgical treatments, executive health screening services, occupational medicine, rehabilitation, mental and women’s health and general medical practices. Our operations are based in Singapore, with our clinics being located at Suntec City Mall, Macpherson Road, Toa Payoh, Margaret Drive, Tampines, Gateway East and Gleneagles Medical Centre. Over the last 20 years, our group has forged strong and lasting relationships with a wide corporation clientele, particularly those in the construction, marine and oil & gas industries, which underpin our robust business model. As an medical service provider in Singapore with a track record of over 20 years, we are well-positioned to ride the wave of growth opportunities in the private healthcare industry in Singapore and across Southeast Asia driven by ageing populations, rising income levels, increasing private insurance coverage, increasing expenditure on healthcare, growing sports participation rate and Singapore’s position as a premium destination for healthcare services in Asia. Our management and medical practitioner team comprises a roster of orthopedic and neurosurgery specialists, general practitioners, corporate finance and healthcare partnership specialists. Basel Medical Group Ltd serves as the holding company of our group and we conduct our operations through our operating subsidiaries based in Singapore. For more information, please visit the Company’s website: www.baselmedical.com.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements, which involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “aim”, “anticipate”, “believe”, “estimate”, “expect”, “going forward”, “intend”, “may”, “plan”, “potential”, “predict”, “propose”, “seek”, “should”, “will”, “would” or other similar expressions in this press release. 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 filings with the SEC.

Media Contact:

Basel Medical Group Ltd
Phone: +65 6291 9188
E-mail: contact@baselmedical.com
Website: www.baselmedical.com

FAQ

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

How much will Basel Medical Group's BMGL offering raise and what is the unit price?

The offering will raise US$7.98 million in gross proceeds at US$1.33 per unit. Basel Medical Group estimates net proceeds of approximately US$7.28 million. Each unit consists of one ordinary share or one pre-funded warrant, together with one common warrant.

Can BMGL common warrants be exercised without paying additional cash?

BMGL common warrant holders may use a zero-cash exercise option after closing during the exercise period. Full exercise on that basis would issue 6,000,000 ordinary shares without additional cash payments to the company. The warrants are immediately exercisable on issuance and expire five years from issuance.

What are the terms of Basel Medical Group's pre-funded warrants?

Each pre-funded warrant purchases one ordinary share, with a remaining exercise price of US$0.01 per share. Units containing these warrants cost the final unit offer price less US$0.01. Exercise is immediate, subject to a beneficial ownership cap of 4.99%, which holders may elect to increase to up to 9.99%, and remains available until fully exercised.

Will BMGL's offering warrants trade on an exchange?

The common warrants and pre-funded warrants will not be listed or quoted on any exchange. Basel Medical Group's ordinary shares are listed on the Nasdaq Capital Market under BMGL.