JIUZI HOLDINGS, INC. Announces $4.0 Million Registered Direct Offering

Rhea-AI Summary

JIUZI HOLDINGS (NASDAQ: JZXN) entered a definitive agreement for a registered direct offering of 1,600,000 Class A ordinary shares (or pre-funded warrants) at $2.50 per share, with aggregate gross proceeds expected to be approximately $4.0 million. The purchase price for pre-funded warrants equals the share price less an exercise price of $0.078 per share.

The offering is with one investor, Univest Securities is sole placement agent, and the transaction is expected to close on or about December 15, 2025, subject to customary closing conditions. The offering is made under a Form F-3 shelf registration (File No. 333-267617) declared effective December 14, 2022; a final prospectus supplement will be filed with the SEC.

Positive

• Aggregate gross proceeds of approximately $4.0 million
• Definitive agreement executed for 1,600,000 shares
• Expected close on or about December 15, 2025

Negative

• Potential share dilution from issuance of 1,600,000 shares
• Offering price of $2.50 may pressure near-term share price

Key Figures

Shares Offered 1,600,000 shares Class A ordinary shares in registered direct offering

Offering Price $2.5 per share Purchase price for Shares in offering

Par Value $0.078 per share Par value of Class A ordinary shares and warrant exercise price

Gross Proceeds $4.0 million Expected aggregate gross proceeds from registered direct offering

Closing Date December 15, 2025 Expected closing of registered direct offering, subject to conditions

Shelf File Number File No. 333-267617 Form F-3 shelf registration statement referenced for this offering

Registered Warrant Shares 18,440,000 shares Ordinary shares registered for resale upon warrant exercise on F-3

Warrant Exercise Price $0.3799 per share Exercise price of warrants covered by Form F-3

Market Reality Check

$2.70 Last Close

Volume Volume 665,983 is 7.65x the 20-day average of 87,101, signaling heavy pre-news positioning. high

Technical Shares at $5.63 are trading below the 200-day MA ($76.83), reflecting a longer-term downtrend before this offering.

Peers on Argus 2 Down

Two momentum peers, KXIN (-8.57%) and UXIN (-4.33%), were also moving down, aligning with JZXN’s -6.04% move and suggesting broader sector pressure alongside the company-specific offering.

Common Catalyst Peers flagged in momentum scans had no same-day news, pointing to sector-wide risk sentiment rather than shared headlines.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 08	Reverse stock split	Negative	-19.4%	1-for-40 reverse split to regain Nasdaq bid-price compliance.
Oct 30	Crypto treasury plan	Positive	+18.1%	Up to $1 billion Bitcoin treasury and staking deployment with SOLV.
Oct 27	Crypto partnership	Positive	-20.8%	Strategic cooperation with SOLV to integrate Bitcoin treasury platform.
Oct 20	BitFi partnership	Positive	+4.1%	Strategic partnership with BitFi to expand Bitcoin-centric finance products.
Oct 13	Crypto private placement	Positive	+5.3%	Private placement settled with 100 BTC to fund digital-asset platform buildout.

Pattern Detected

Recent crypto-partnership and treasury news has mostly seen price moves aligned with the positive tone, while share-structure actions like the reverse split also drew a negative, aligned reaction.

Recent Company History

Over the last few months, Jiuzi combined capital markets activity with a pivot toward crypto-related strategies. On Dec 10, 2025, a 1-for-40 reverse split aimed to restore Nasdaq compliance, and the stock fell 19.44% the next day. October filings and news detailed Bitcoin-focused partnerships and treasury deployments involving up to 10,000 BTC, a $1 billion plan, and custodial infrastructure, with generally positive price reactions except for one sharp selloff. Today’s registered direct offering adds another dilutive capital raise on top of these recent structural moves.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-11-03

An effective Form F-3 filed on Nov 3, 2025 registers the resale of up to 18,440,000 warrant shares. The company would only receive cash if holders exercise warrants at $0.3799 per share, with 70% of any net proceeds earmarked for crypto assets and 30% for working capital, indicating ongoing access to equity-linked funding via warrant exercises.

Market Pulse Summary

This announcement details a $4.0 million registered direct offering of 1,600,000 shares (or pre-funded warrants) at $2.5 per share, using an effective Form F-3 shelf. It comes shortly after a 1-for-40 reverse split and follows several crypto-treasury initiatives. Investors may focus on how added dilution interacts with existing warrant overhang and the company’s plan to deploy capital into digital-asset strategies, as outlined in recent filings.

Key Terms

registered direct offering financial

"at a purchase price of $2.5 per share in a registered direct 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

"the Shares) (or pre-funded warrants in lieu thereof) at a purchase price"

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.

shelf registration statement regulatory

"pursuant to a shelf registration statement on Form F-3 (File No. 333-267617)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form F-3 regulatory

"shelf registration statement on Form F-3 (File No. 333-267617) previously filed"

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. Not financial advice.

HANGZHOU, Dec. 12, 2025 (GLOBE NEWSWIRE) -- JIUZI HOLDINGS, INC. (NASDAQ: JZXN) (the “Company”), today announced that it has entered into a definitive agreement with one investor for the purchase and sale of an aggregate of 1,600,000 of the Company’s Class A ordinary share, par value $0.078 per share (the “Shares”) (or pre-funded warrants in lieu thereof) at a purchase price of $2.5 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 $0.078 per share.

The aggregate gross proceeds to the Company of this offering are expected to be approximately $4.0 million. The transaction is expected to close on or about December 15, 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. 333-267617) previously filed by the Company and declared effective by the U.S. Securities and Exchange Commission (“SEC”) on December 14, 2022. 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 JIUZI HOLDINGS, INC.

Jiuzi Holdings, Inc. (NASDAQ: JZXN) is a China-based company focused on sustainable energy and financial innovation. Leveraging its regulated corporate framework, Jiuzi is expanding into digital asset finance to provide compliant gateways for institutional investors seeking exposure to blockchain-based products. For more information, please visit jzxn.com.

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.

JIUZI HOLDINGS, INC.

Jiuzi Holdings Inc.
Email: iris@jzxn.com 

FAQ

What did JZXN announce on December 12, 2025 regarding a registered direct offering?

JZXN entered a definitive agreement to sell 1,600,000 shares (or pre-funded warrants) at $2.50 per share for about $4.0 million, expected to close ~December 15, 2025.

How much capital will JZXN raise from the December 2025 registered direct offering?

The offering is expected to generate aggregate gross proceeds of approximately $4.0 million.

What are the terms for pre-funded warrants in the JZXN offering?

Pre-funded warrants are priced at the same $2.50 per share purchase price less an exercise price of $0.078 per share.

When is the JZXN registered direct offering expected to close?

The transaction is expected to close on or about December 15, 2025, subject to customary closing conditions.

Who is acting as placement agent for JZXN's December 2025 offering (JZXN)?

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