HWH International Inc. Announces Closing of Approximately $1.76 Million Public Offering at $0.40 per Share

Rhea-AI Summary

HWH International (NASDAQ: HWH) has successfully closed a public offering raising $1,764,875 in gross proceeds before deducting fees and expenses. The offering consisted of 3,125,000 shares of common stock and 1,250,000 pre-funded warrants, each priced at $0.40 per share (or $0.3999 per pre-funded warrant).

The offering was conducted through D. Boral Capital as the sole placement agent, with legal counsel provided by Sichenzia Ross Ference Carmel LLP for HWH International and Lucosky Brookman LLP for D. Boral Capital. The securities were offered pursuant to an effective registration statement on Form S-1 declared effective by the SEC on December 19, 2024.

Positive

• Successful completion of $1.76M capital raise
• Effective registration statement with SEC approval

Negative

• Potential dilution from issuance of 3.125M new shares
• Additional dilution potential from 1.25M pre-funded warrants
• Low offering price of $0.40 per share

Insights

Financial Analyst

HWH International's $1.76 million offering at a deeply discounted price of $0.40 per share signals significant financial pressure and potential dilution concerns. The pricing represents a substantial markdown from recent trading levels, suggesting weak market confidence. The inclusion of pre-funded warrants, which are essentially immediately exercisable shares, adds another layer of potential dilution.

The capital raise structure, combining direct shares and pre-funded warrants, indicates a challenging fundraising environment. While the fresh capital provides some breathing room, the relatively small raise amount of $1.76 million (before expenses) may only offer runway given typical operational costs for a NASDAQ-listed company. The involvement of D. Boral Capital as the sole placement agent, rather than a larger investment bank, could suggest institutional interest.

For a company with a market cap of approximately $11 million, this offering represents about 16% dilution to existing shareholders. The warrant component effectively creates an overhang that could pressure the stock price in the near term as the market prices in potential future dilution.

Legal Expert

The offering's execution through an effective S-1 registration statement demonstrates proper regulatory compliance, though the timing and structure reveal interesting legal considerations. The pre-funded warrant mechanism, while complex, provides flexibility in navigating ownership limitations and regulatory requirements. This structure is typically employed when investors face restrictions on immediate common stock ownership or when companies need to maintain certain ownership thresholds.

The involvement of two separate law firms - Sichenzia Ross Ference Carmel for the company and Lucosky Brookman for the placement agent - suggests thorough due diligence and complex documentation requirements. The explicit disclaimer regarding state-specific securities laws indicates careful consideration of Blue Sky compliance issues. The effective date of December 19, 2024, to the closing on January 6, 2025, represents a relatively quick execution timeline, possibly indicating pressure to complete the financing.

BETHESDA, MD, Jan. 06, 2025 (GLOBE NEWSWIRE) -- HWH International Inc. (the “Company”) (NASDAQ: HWH), a purpose-driven lifestyle company, today announced the closing of its public offering (the “Offering”) with aggregate gross proceeds to the Company of $1,764,875, prior to deducting fees and other expenses payable by the Company. The Offering consisted of 3,125,000 shares of common stock and 1,250,000 pre-funded warrants to purchase 1,250,000 shares of common stock. Each share of common stock (or pre-funded warrant in lieu thereof) was sold at a purchase price of $0.40 per share (or $0.3999 per pre-funded warrant after reducing $0.0001 attributable to the exercise price of the pre-funded warrants).

D. Boral Capital LLC acted as sole placement agent for the Offering.

Sichenzia Ross Ference Carmel LLP acted as legal counsel to HWH International Inc. and Lucosky Brookman LLP acted as legal counsel to D. Boral Capital LLC.

The offering of the securities described above was offered by the Company pursuant to an effective registration statement on Form S-1 (File No. 333-282567) filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on December 19, 2024, and the accompanying prospectus contained therein.

The offering was made only by means of a prospectus supplement and accompanying prospectus. A final prospectus supplement describing the terms of the public offering was filed with the SEC and forms a part of the effective registration statement.

Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting D. Boral Capital LLC Attention: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, by email at syndicate@dboralcapital.com, or by telephone at (212) 970-5150.

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 registration or qualification under the securities laws of any such state or jurisdiction.

About HWH International Inc.

HWH International Inc. is a purpose-driven lifestyle company encompassing differentiated offerings from four core pillars: Hapi Marketplace, Hapi Cafe, Hapi Travel and Hapi Wealth Builder. The Company develops new pathways to help people in their pursuit of Health, Wealth and Happiness.

Forward Looking Statements

Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company's proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. 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 that arise after the date hereof, except as may be required by law. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. 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 other filings with the SEC. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov.

Given these uncertainties, you should not place undue reliance on these forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. We do not undertake any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

For investor and media inquiries, please contact:

HWH International Inc. 
4800 Montgomery Lane, Suite 210
Bethesda, MD 20814
301-971-3955
contact@hwhintl.com

FAQ

How much did HWH International raise in its January 2025 public offering?

HWH International raised gross proceeds of $1,764,875 through its public offering closed on January 6, 2025.

What was the price per share for HWH's January 2025 public offering?

The offering price was $0.40 per share of common stock and $0.3999 per pre-funded warrant.

How many shares and warrants were issued in HWH's January 2025 offering?

The offering consisted of 3,125,000 shares of common stock and 1,250,000 pre-funded warrants to purchase additional shares.

When was HWH's Form S-1 registration statement declared effective by the SEC?

The SEC declared HWH's registration statement effective on December 19, 2024.