Tianci International, Inc. Announces Pricing of US$4.9 Million Public Offering

Rhea-AI Summary

Tianci International (Nasdaq: CIIT) priced a registered public offering of 6,055,000 units at US$0.81 per unit, for expected gross proceeds of about US$4.9 million before expenses.

Each unit includes one common share (or pre-funded warrant) plus one common warrant, exercisable at US$0.81 for three years. Net proceeds are expected to fund working capital and general corporate purposes.

Positive

• Approximately US$4.9 million gross proceeds expected from the unit offering
• Issuance of 6,055,000 common warrants provides potential additional capital upon exercise
• Warrants are immediately exercisable at US$0.81 with a three-year term
• Offering conducted under an effective Form S-1 registration statement

Negative

• Up to 6,055,000 new shares plus 6,055,000 warrant shares may dilute existing shareholders
• Gross proceeds of US$4.9 million are before placement agent fees and other expenses
• Offering is on a best efforts basis, not a firm-commitment underwriting

News Market Reaction – CIIT

-70.14% 2.4x vol

48 alerts

-70.14% Session close to close

+15.3% Peak Tracked

-72.2% Trough Tracked

$5.36M Market Cap

2.4x Rel. Volume

In the Jun 16 session, CIIT declined 70.14%, reflecting a significant negative market reaction. Argus tracked a peak move of +15.3% during that session. Argus tracked a trough of -72.2% from its starting point during tracking. Our momentum scanner triggered 48 alerts that day, indicating elevated trading interest and price volatility. Trading volume was elevated at 2.4x the daily average, suggesting increased selling activity.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -70.1% in the session following this news. The decline reflects market sensitivity...

Analysis

The stock dropped -70.1% in the session following this news. The decline reflects market sensitivity to equity dilution, consistent with past offering-related volatility where average moves were about -12.54%. This US$4.9 million unit deal at $0.81 added pressure to a stock already trading far below its $18.0096 52-week high and under its 3.11 200-day MA. Investors also had to consider existing reverse split history and prior financings when assessing long-term impact.

Key Figures

Units offered: 6,055,000 units Offering price: US$0.81 per Unit Par value: US$0.0001 per share +5 more

8 metrics

Units offered 6,055,000 units Registered public offering, best efforts basis

Offering price US$0.81 per Unit Public offering price for each Unit

Par value US$0.0001 per share Par value of common stock in each Unit

Gross proceeds US$4.9 million Expected aggregate gross proceeds before expenses

Warrant exercise price US$0.81 Initial exercise price per Common Warrant share

Warrant term 3 years Common Warrants expire on third anniversary of issuance

Closing date June 17, 2026 Expected closing date of the offering

Registration file no. 333-296417 Form S-1 registration statement file number

Previous Offering Reports

2 past events · Latest: Apr 11 (Neutral)

Same Type Pattern 2 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 11	Public offering closing	Neutral	+9.9%	Closed $7M offering of 1,750,000 shares at $4.00 per share.
Apr 09	Offering & uplisting	Neutral	-35.0%	Priced $7M Nasdaq uplisting offering of 1,750,000 shares at $4.00.

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

Pattern Detected

For prior offering headlines, the average 24h move was -12.54%, indicating historically mixed but often negative reactions around capital raises.

Recent Company History

Recent history shows CIIT using equity markets and corporate actions to support its strategy. In April 2025, it priced and then closed a $7 million Nasdaq uplisting offering with 1,750,000 shares at $4.00, producing both a sharp selloff (-35%) on pricing and a later gain (+9.93%) on closing. Today’s offering fits this pattern of repeated equity financings tied to growth and listing objectives.

Key Terms

pre-funded warrant, common warrant, anti-dilution adjustments, Securities Purchase Agreements, +2 more

6 terms

pre-funded warrant financial

"Each Unit consists of one share of common stock of the Company (or pre-funded warrant in lieu thereof)"

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.

common warrant financial

"and one common warrant to purchase one share of common stock of the Company"

A common warrant is a tradable security that gives its holder the right to buy a company’s common shares at a preset price for a limited time. It matters to investors because exercising warrants can dilute existing ownership and create leverage: holders can benefit if the stock rises above the preset price, while holders of original shares face potential reduction in their percentage stake, similar to more tickets being added to a raffle.

anti-dilution adjustments financial

"The warrant exercise price is subject to customary anti-dilution adjustments in connection with share splits"

Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.

Securities Purchase Agreements financial

"subject to the satisfaction of customary closing conditions set forth in the Securities Purchase Agreements"

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

registration statement on Form S-1 regulatory

"pursuant to a registration statement on Form S-1, as amended (File No. 333-296417)"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

prospectus regulatory

"The offering is being made only by means of a prospectus which is a part of the Registration Statement."

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

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

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HONG KONG, HK / ACCESS Newswire / June 16, 2026 / Tianci International, Inc. (Nasdaq:CIIT) ("Company" or "Tianci"), a global logistics service provider specializing in ocean freight forwarding, today announced the pricing of its registered offering of 6,055,000 units (each, a "Unit"), on a best efforts basis, at an offering price of US$0.81 per Unit (the "Offering").

Each Unit consists of one share of common stock of the Company (or pre-funded warrant in lieu thereof), with a par value of US$0.0001 per share, and one common warrant to purchase one share of common stock of the Company (the "Common Warrant"). The aggregate gross proceeds from the Offering are expected to be approximately US$4.9 million, prior to deducting placement agent fees, legal fees, administrative and other offering-related expenses.

Each Common Warrant will be immediately exercisable upon issuance at an initial exercise price of US$0.81, which is equal to the public offering price per Unit. The warrant exercise price is subject to customary anti-dilution adjustments in connection with share splits, share combinations, dividend distributions, subsequent equity sale and other corporate restructurings. The warrants will expire on the third anniversary of the issuance date.

The closing of the Offering is currently expected to take place on June 17, 2026, subject to the satisfaction of customary closing conditions set forth in the Securities Purchase Agreements and related transaction documents. The Company anticipate using the net proceeds of this offering primarily for the working capital and other general corporate purposes.

Maxim Group LLC is acting as the sole placement agent for the Offering. Ortoli Rosenstadt LLP is acting as U.S. securities counsel to the Company, and Pryor Cashman LLP is acting as U.S. securities counsel to the placement agent, in connection with the Offering.

The securities described above are being offered pursuant to a registration statement on Form S-1, as amended (File No. 333-296417) (the "Registration Statement"), which was declared effective by the Securities and Exchange Commission (the "SEC") on June 15, 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 this offering, when available, will be filed with the SEC and may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022 at (212) 895-3745 or by email at syndicate@maximgrp.com. Copies of the Registration Statement can be accessed through the SEC website at www.sec.gov.

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. No offering, sale or solicitation shall be permitted in any jurisdiction where such offering or sale would be unlawful prior to registration, exemption or qualification under the local securities laws of such jurisdiction.

About Tianci International, Inc.

Tianci International Inc., through its subsidiary Roshing, provides global logistics services, specializing in ocean freight forwarding, including container and bulk goods shipping. Operating under an asset-light model, Roshing's logistics solutions are tailored to meet the diverse needs of its customers across the Asia-Pacific Region, including Japan, South Korea, and Vietnam. The Company's mission is to provide customers with efficient, reliable, and safe shipping services that create value. Beyond logistics, Roshing has expanded into global trade of minerals by sourcing high-grade minerals directly from resource-rich regions for resale. In addition, the Company generates revenue from the sale of electronic parts and business consulting services. For more information, please visit the Company's website: tianci-ciit.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about the Company's current expectations about future results, performance, prospects and opportunities. Statements that are not historical facts, such as "anticipates," "believes" and "expects" or similar expressions, are forward-looking statements.

This press release contains forward-looking statements, among other items, regarding the Company's ability to satisfy closing conditions related to the offering. All of our forward-looking statements are based on the current plans and expectations of management and are subject to a number of uncertainties and risks that could significantly affect the Company's current plans and expectations, as well as future results of operations and financial condition. These and other risks and uncertainties are discussed more fully in our filings with the Securities and Exchange Commission. Readers are encouraged to review the section titled "Risk Factors" in the Registration Statement, as well as other disclosures contained in such Registration Statement and the Company's other filings made with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For investor and media inquiries, please contact:

Tianci International, Inc.
Investor Relations
Email: ir@rqscapital.com

SOURCE: Tianci International Inc.

View the original press release on ACCESS Newswire

FAQ

What are the key details of Tianci International (NASDAQ: CIIT) June 2026 public offering?

Tianci priced a registered public offering of 6,055,000 units at US$0.81 per unit. According to Tianci, expected gross proceeds are about US$4.9 million before placement agent fees and other offering-related expenses.

What does each unit in the Tianci (CIIT) June 2026 offering include?

Each unit consists of one common share (or a pre-funded warrant) and one common warrant. According to Tianci, each common warrant allows the purchase of one common share at US$0.81, expiring three years after issuance.

How will Tianci International (CIIT) use the proceeds from the US$4.9 million offering?

Tianci plans to use the net proceeds primarily for working capital and general corporate purposes. According to Tianci, funds will support ongoing operational needs rather than being earmarked for a specific acquisition or project.

When is the expected closing date for Tianci (NASDAQ: CIIT) June 2026 public offering?

The offering is expected to close on June 17, 2026, subject to customary closing conditions. According to Tianci, completion depends on conditions in the Securities Purchase Agreements and related transaction documents being satisfied.

How do the common warrants from Tianci International (CIIT) June 2026 offering work?

Each unit’s common warrant is immediately exercisable at US$0.81 per share and expires three years after issuance. According to Tianci, the warrant exercise price includes customary anti-dilution adjustments for share splits, combinations, dividends, and certain equity sales.

Is the June 2026 Tianci (CIIT) public offering dilutive for existing shareholders?

The offering may be dilutive because it involves 6,055,000 shares (or pre-funded warrants) plus 6,055,000 common warrants. According to Tianci, each warrant can convert into one additional common share if exercised.