Lichen International Limited Announces Pricing of $3.5 Million Registered Direct Offering

Each unit includes a share or pre-funded warrant plus a warrant to purchase 4.72 Class A ordinary shares.

Rhea-AI Summary

Lichen International (NASDAQ: LICN) entered securities purchase agreements with institutional investors for a registered direct offering estimated to raise approximately $3.5 million gross.

The offering comprises 17,500,000 units at $0.20 each. Each unit includes one Class A ordinary share, or one pre-funded warrant instead, and one warrant to purchase 4.72 Class A ordinary shares. The warrants have a $0.20 exercise price per share, are immediately exercisable upon issuance and expire on the one-year anniversary of issuance. The company expects closing on November 11, 2026, subject to customary closing conditions. Gross proceeds exclude placement agent fees and other estimated offering expenses.

1 point · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Approximately $3.5 million in estimated gross proceeds would provide funding through the registered direct offering. 70% of market cap

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.17,500,000 units at $0.20 each include shares or pre-funded warrants, diluting existing holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.One warrant per unit permits purchasing 4.72 shares at $0.20 each, adding potential dilution; exercisable immediately, expiring after one year.
• Minor point. Forward-looking: it has not happened yet and may not happen.Placement agent fees and other estimated offering expenses will reduce proceeds available to the company.

News Explained

If the expected closing occurs, investors receive shares or pre-funded warrants plus warrants; issuing shares and exercising warrants can increase the share count and reduce existing holders’ ownership percentages.

Argus 15 min delay 28 alerts

-13.11% vs previous close $0.2650 last price 42.0x rel. volume Open Argus

Details

Market move: LICN -13.11% vs previous close. $3.5M registered direct offering

-43.7% Trough in 6 min

$0.26 – $0.32 Day Range

$4.33M Mkt Cap at Last Price

On Nov 10, the day this news came out, the latest delayed price for LICN is 13.11% below the previous close. Argus tracked a trough of -43.7% from its starting point during tracking. Our momentum scanner has recorded 28 alerts for this stock so far that day. The latest delayed price is $0.27. Relative volume is exceptionally heavy at 42.0x what this stock usually trades by this time of day.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Units offered: 17,500,000 units Offering price: $0.20 per unit Estimated gross proceeds: Approximately $3.5 million +4 more

Units offered

17,500,000 units

Registered direct offering

Offering price

$0.20 per unit

Registered direct offering

Estimated gross proceeds

Approximately $3.5 million

Before placement agent fees and other estimated offering expenses

Shares per warrant

4.72 Class A ordinary shares

Each warrant covers this number of shares

Warrant exercise price

$0.20 per Class A ordinary share

Warrants immediately exercisable upon issuance

Warrant term

One year

Expires on the one-year anniversary of issuance

Expected closing

November 11, 2026

Subject to customary closing conditions

Previous Offering Reports

4 past events · Latest: Jan 28

Same Type 4 events

1. Jan 28

   Registered direct offering

   24h Move

   -34.1%

   Announced a $3.4 million offering of shares and pre-funded warrants.

2. Dec 30

   Registered direct offering

   24h Move

   -18.9%

   Announced a $3.1 million offering of shares and pre-funded warrants.

3. Dec 26

   Registered direct offering

   24h Move

   -11.5%

   Announced a $2.8 million offering of shares and pre-funded warrants.

4. Dec 12

   Registered direct offering

   24h Move

   -26.0%

   Announced a $2.70 million offering of shares and pre-funded warrants.

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 warrant, warrant, shelf registration statement, +1 more

5 terms

registered direct offering financial

"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 warrant financial

"one 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.

warrant financial

"one warrant to purchase 4.72 Class A Ordinary Shares"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

shelf registration statement regulatory

"pursuant to a shelf registration statement on Form F-3"

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

"a shelf registration statement on Form F-3"

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.

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

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XIAMEN, China, Nov. 10, 2026 (GLOBE NEWSWIRE) -- Lichen International Limited (NASDAQ: LICN) (the "Company"), a dedicated financial and taxation service provider in China, today announced that it has entered into securities purchase agreements with certain institutional investors for the purchase and sale of an aggregate of 17,500,000 units (each, a “Unit”), consisting of one Class A Ordinary Share (or one pre-funded warrant in lieu thereof) and one warrant to purchase 4.72 Class A Ordinary Shares (each, a “Warrant”), at an offering price of $0.20 per Unit in a registered direct offering (the “Offering”).

The gross proceeds to the Company from the registered direct offering are estimated to be approximately $3.5 Million before deducting the placement agent’s fees and other estimated offering expenses. Each of the Warrants will have an exercise price of $0.20 per Class A Ordinary Share, will be immediately exercisable upon issuance, and will expire on the one-year anniversary of the issuance date. The offering is expected to close on November 11, 2026, 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. 333-291878) previously filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) and became effective on December 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 Lichen International Limited

Lichen International Limited focuses on providing (i) financial and taxation solution services; (ii) education support services; (iii) software and maintenance services and (iv) Pre-IPO advisory services in the PRC under our "Lichen" brand. In recognition of the Company's expertise and experience in the financial and taxation solution services industry for over 20 years, the Company has built up its reputation as a dedicated financial and taxation solution services provider of professional and high-quality services in China. For more information, please visit the Company's website: https://ir.lichenzx.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.

For investor and media inquiries, please contact:

LICHEN INTERNATIONAL LIMITED
Tian Sun
Phone: +86-592-5586999
Email: ir@lichenzx.com

FAQ

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

What are the terms of Lichen International's LICN registered direct offering?

Lichen is selling 17,500,000 units at $0.20 per unit for estimated gross proceeds of approximately $3.5 million. Each unit contains one Class A ordinary share or one pre-funded warrant, plus one warrant to purchase 4.72 Class A ordinary shares at $0.20 per share.

When is Lichen International's registered direct offering expected to close?

The company expects the offering to close on November 11, 2026, subject to satisfaction of customary closing conditions.