JIADE LIMITED Announces Pricing of $3 Million Registered Direct Offering

JIADE LIMITED (NASDAQ: JDZG) priced a registered direct offering to sell 12,000,000 Class A ordinary shares (or pre-funded warrants) at $0.25 per share, with pre-funded warrants carrying an exercise price of $0.0001.

Rhea-AI Summary

JIADE LIMITED (NASDAQ: JDZG) priced a registered direct offering to sell 12,000,000 Class A ordinary shares (or pre-funded warrants) at $0.25 per share, with pre-funded warrants carrying an exercise price of $0.0001. The Company granted investors an option to purchase up to an additional 48,000,000 shares within 30 days, for potential aggregate proceeds of approximately $3.0 million. The initial closing is expected on or about February 19, 2026, and the offering relies on a Form F-3 registration statement declared effective by the SEC on January 13, 2026. Univest Securities is sole placement agent.

Positive

• Gross proceeds expected to be approximately $3.0 million
• Registered offering conducted under SEC effective Form F-3 (effective Jan 13, 2026)
• Sole placement agent engagement: Univest Securities, LLC

Negative

• Initial issuance of 12,000,000 shares at $0.25 per share
• Investors can purchase up to an additional 48,000,000 shares within 30 days (up to 60,000,000 total)
• Use of pre-funded warrants with $0.0001 exercise price may increase share count

Argus Feb 18 session

-67.53% close to close Open Argus

Details

News Market Reaction – JDZG

In the Feb 18 session, JDZG declined 67.53%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -67.5% in the session following this news. The decline reflects market sensitivity...

Analysis

The stock dropped -67.5% in the session following this news. The decline reflects market sensitivity to equity issuance at $0.25 for 12,000,000 shares, plus an option for up to 48,000,000 additional shares or pre-funded warrants. This comes after earlier capital-structure changes, with shares already trading well below the $2.18 200-day average and the $6.40 52-week high. Investors may focus on dilution impact versus the benefits of raising about $3 million in gross proceeds.

Key Figures

Primary shares offered: 12,000,000 shares Offering price: $0.25 per share Par value: $0.0001 per share +5 more

Primary shares offered

12,000,000 shares

Class A ordinary shares in registered direct offering

Offering price

$0.25 per share

Purchase price for Shares in the offering

Par value

$0.0001 per share

Par value of Class A ordinary shares and pre-funded warrant exercise price

Pre-funded warrant exercise price

$0.0001 per share

Exercise price for pre-funded warrants

Additional share option

up to 48,000,000 shares

Investors’ option for additional Shares or pre-funded warrants

Expected gross proceeds

$3 million

Gross proceeds from the initial offering

Initial Closing Date

February 19, 2026

Expected closing of the initial offering tranche

Form file number

File No. 333-292574

Registration Statement on Form F-3 reference

Historical Context

1 past event · Latest: Jan 02

1 event

1. Jan 02

   Strategic partnership

   24h Move

   -0.1%

   Strategic MOU to expand AI-enabled, cross-border education services with Korean partner.

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

Key Terms

registered direct offering, pre-funded warrants, form f-3, prospectus supplement

4 terms

registered direct offering financial

"at a purchase price of $0.25 per Share in a registered direct offering (the “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

"Shares, par value $0.0001 per share (the “Shares”) (or pre-funded warrants in lieu thereof)"

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.

form f-3 regulatory

"on Form F-3 (File No. 333- 292574) previously filed by the Company"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

prospectus supplement regulatory

"A final prospectus supplement and accompanying prospectus describing the terms"

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.

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

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Chengdu, China, Feb. 18, 2026 (GLOBE NEWSWIRE) -- JIADE LIMITED (NASDAQ: JDZG) (the “Company”), today announced that it has entered into an agreement (the “Securities Purchase Agreement”) with several investors for the purchase and sale of 12,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Shares”) (or pre-funded warrants in lieu thereof) at a purchase price of $0.25 per Share in a registered direct offering (the “Offering”). The purchase price for the pre-funded warrants is identical to the purchase price for Shares, less the exercise price of $0.0001 per share. Pursuant to the Securities Purchase Agreement, entered into between the Company and certain investors with respect to the Offering, the Company and the investors have agreed to additional closings of up to 48,000,000 Shares on or before the 30th calendar day anniversary of the Initial Closing Date (as defined below), if the investors exercise their option to purchase additional Shares (or pre-funded warrants in lieu thereof) by delivery of one or more written notices.

The gross proceeds to the Company of the Offering are expected to be approximately $3 million. The transaction is expected to close on or about February 19, 2026 (the “Initial Closing Date”), subject to the satisfaction of customary closing conditions. The Shares (or pre-funded warrants in lieu thereof) were sold pursuant to a shelf registration statement (the “Registration Statement”) on Form F-3 (File No. 333- 292574) previously filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 13, 2026. The Company may hold one or more closings until the maximum numbers Shares (or pre-funded warrants in lieu thereof) are sold or the offering is terminated.

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

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 JIADE LIMITED

JIADE LIMITED provides one-stop comprehensive education support services for adult education institutions in China. Through its subsidiaries, the Company offers software-driven and service-based solutions centered around the Kebiao Technology Educational Administration Platform (“KB Platform”), which streamlines enrollment, student management, learning progress tracking, grade inquiry, and graduation management. JIADE also provides auxiliary services such as pre-enrollment guidance, exam training, application support, tutoring, and exam administration. To date, the Company has supported more than 17 adult education institutions and approximately 80,000 students across China.

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 SEC.

For more information, please contact:

JIADE LIMITED
Investor Relations Department
Email: kebiao@sckbkj.com

Investor Relations
WFS Investor Relations Inc.
Email: services@wealthfsllc.com
Phone: +1 628 283 9214

FAQ

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

How many shares did JDZG offer in the registered direct offering on February 18, 2026?

The Company offered 12,000,000 Class A shares (or pre-funded warrants) at $0.25 per share. According to the company, investors may buy up to an additional 48,000,000 shares within 30 days, for potential total issuance of 60,000,000 shares.

What proceeds is JDZG expected to raise from the February 2026 offering?

Gross proceeds are expected to be approximately $3.0 million. According to the company, that figure reflects the initial sale at $0.25 per share and excludes any additional closings if investors exercise options.

When is the JDZG offering expected to close and under what registration?

The initial closing is expected on or about February 19, 2026. According to the company, the offering is made under a Form F-3 registration statement declared effective by the SEC on January 13, 2026.

What are the terms of the pre-funded warrants in JDZG's offering?

Pre-funded warrants are sold at the same price as shares less an exercise price of $0.0001. According to the company, investors may receive pre-funded warrants in lieu of shares with that nominal exercise price.

Who is acting as placement agent for JDZG's February 2026 registered direct offering?

Univest Securities, LLC is acting as the sole placement agent. According to the company, Univest is the contact for prospectus supplements and investor inquiries related to the offering.

Can JDZG conduct additional closings after the initial offering on February 19, 2026?

Yes. According to the company, additional closings may occur until investors' option to buy up to 48,000,000 more shares expires at the 30th calendar day after the initial closing.