Garden Stage Limited Announces $4.2 Million Registered Direct Offering

Rhea-AI Summary

Garden Stage Limited (NASDAQ: GSIW) has announced a registered direct offering to raise approximately $4.2 million through the sale of 38,406,345 ordinary shares at $0.11 per share. The offering includes pre-funded warrants with an exercise price of $0.001 per share.

The transaction, expected to close around July 25, 2025, is being conducted under a shelf registration statement on Form F-3. Univest Securities, LLC is serving as the sole placement agent for the offering.

Positive

• None.

Negative

• Significant dilution with 38.4 million new shares being offered
• Low share price of $0.11 indicates potential market concerns

Insights

Financial Analyst

Garden Stage Limited is raising $4.2M through a dilutive share offering at $0.11 per share, significantly below typical market prices.

Garden Stage Limited (GSIW) has secured $4.2 million in fresh capital through a registered direct offering of 38.4 million ordinary shares priced at just $0.11 per share. This financing structure raises several red flags. First, the offering price of $0.11 is likely at a substantial discount to the company's recent trading price, suggesting potential shareholder dilution concerns. The sheer volume of new shares—38.4 million—indicates significant ownership dilution for existing shareholders.

The inclusion of pre-funded warrants (essentially shares with a nominal exercise price of $0.001) alongside ordinary shares is typically seen in offerings where investors want immediate ownership rights but prefer delayed share issuance for regulatory or strategic reasons. This structure gives investors essentially the same economic exposure with additional flexibility.

The use of a placement agent (Univest Securities) rather than an underwriter suggests this wasn't marketed widely to institutional investors, possibly indicating limited broader market interest. The company hasn't disclosed the intended use of proceeds, which is unusual and concerning. Without stated purposes for the capital, investors cannot assess whether this dilution serves a strategic purpose or merely extends the company's operational runway.

The timing is also notable—conducting a heavily dilutive offering suggests urgent capital needs that couldn't wait for potentially better market conditions. With the offering closing rapidly (July 25), management appears to be moving quickly to secure this funding, possibly indicating near-term liquidity concerns.

HONG KONG, July 24, 2025 (GLOBE NEWSWIRE) -- Garden Stage Limited (NASDAQ: GSIW) (“GSIW” or the “Company”), today announced that it has entered into a definitive agreement with several investors for the purchase and sale of an aggregate of 38,406,345 of the Company’s ordinary share, par value $0.0001 per share (the “Shares”) (or pre-funded warrants in lieu thereof) at a purchase price of $.11 per share in a registered direct offering. The purchase price for the pre-funded warrants is identical to the purchase price for Shares, less the exercise price of $0.001 per share.

The aggregate gross proceeds to the Company of this offering are expected to be approximately $4.2 million. The transaction is expected to close on or about July 25, 2025, subject to the satisfaction of customary closing conditions.

Univest Securities, LLC is acting as the sole placement agent.

The registered direct offering is being made pursuant to a shelf registration statement on Form F-3 (File No. 333-283618) previously filed by the Company and declared effective by the U.S. Securities and Exchange Commission (“SEC”) on March 10, 2025. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Univest Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC's website at www.sec.gov.

About Garden Stage Limited

GSIW, through our Operating Subsidiaries, are a Hong Kong-based financial services provider principally engaged in the provision of (i) placing and underwriting services; (ii) securities dealing and brokerage services; (iii) asset management services; and (iv) investment advisory services. Our operation is carried out through our wholly-owned Operating Subsidiaries: a) I Win Securities Limited, which is licensed to conduct Type 1 (dealing in securities) regulated activities under the SFO in Hong Kong, and b) I Win Asset Management Limited, which is licensed to conduct Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the SFO in Hong Kong. I Win Securities Limited is the Stock Exchange Participant and holds one Stock Exchange Trading Right. I Win Securities Limited is a participant of the HKSCC.

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 current expectations and projections about future events and financial trends 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 “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update 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 in its other filings with the U.S. Securities and Exchange Commission.

For more information, please contact:

Garden Stage Limited

Chan Sze Ho
Chief Executive Officer
Email: rickychan@iwinsec.com
Tel: (852) 2688 6333

FAQ

How much money is Garden Stage Limited (GSIW) raising in its July 2025 offering?

Garden Stage Limited is raising approximately $4.2 million through a registered direct offering of ordinary shares and pre-funded warrants.

What is the share price for GSIW's registered direct offering in July 2025?

The offering price is $0.11 per ordinary share, with pre-funded warrants available at the same price less the $0.001 exercise price.

How many shares is GSIW offering in its July 2025 registered direct offering?

Garden Stage Limited is offering 38,406,345 ordinary shares (or pre-funded warrants in lieu thereof).

When will GSIW's July 2025 registered direct offering close?

The offering is expected to close on or about July 25, 2025, subject to customary closing conditions.

Who is the placement agent for GSIW's July 2025 registered direct offering?

Univest Securities, LLC is acting as the sole placement agent for the offering.