NFT Ltd. Announces Pricing of $2.55 Million Registered Direct Offering

The offering includes common warrants exercisable immediately upon issuance, with a five-year term and anti-dilution adjustments.

Rhea-AI Summary

NFT (NYSE American: MI) signed an agreement with institutional investors for a registered direct offering expected to raise approximately US$2.55 million. The offering comprises 1,890,000 units at an effective price of $1.35 each. Each unit includes one Class A ordinary share, or a pre-funded warrant in its place, plus one common warrant. Pre-funded units cost $1.31, with a $0.04 exercise price for the pre-funded warrant.

Common warrants are immediately exercisable upon issuance at an initial price of US$1.35, expire on the fifth anniversary of issuance and carry anti-dilution adjustments. The company expects closing on October 7, 2026, subject to customary closing conditions. Expected gross proceeds exclude placement agent fees and other 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 · 4 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.Registered direct offering is expected to raise approximately US$2.55 million in gross proceeds. 60% of market cap

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.1,890,000 units at an effective $1.35 each include shares or pre-funded warrants, diluting existing holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.Common warrants add potential dilution at an initial US$1.35 exercise price over a five-year term.
• Minor point. Forward-looking: it has not happened yet and may not happen.Warrant exercise-price adjustments apply to subsequent equity sales and specified other corporate actions.
• Minor point. Forward-looking: it has not happened yet and may not happen.Placement agent fees and other offering expenses reduce net proceeds below expected gross proceeds.

News Explained

If the agreed sale closes, investors will receive shares or pre-funded warrants plus warrants to buy shares; issuing shares or exercising either warrant type can increase the share count and reduce existing holders’ percentage ownership.

Argus 15 min delay 78 alerts

-52.57% vs previous close $3.32 last price 447.4x rel. volume Open Argus

Details

Market Reaction – MI

-31.0% Trough in 13 min

$3.05 – $4.55 Day Range

$2.03M Market Cap

On Oct 6, the day this news came out, the latest delayed price for MI is 52.57% below the previous close. Argus tracked a trough of -31.0% from its starting point during tracking. Our momentum scanner has recorded 78 alerts for this stock so far that day. The latest delayed price is $3.32. Relative volume is exceptionally heavy at 447.4x the average.

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

Key Figures

Units offered: 1,890,000 units Effective unit price: US$1.35 Expected gross proceeds: US$2.55 million +5 more

Units offered

1,890,000 units

Registered direct offering; each unit includes an ordinary share or pre-funded warrant and a common warrant

Effective unit price

US$1.35

Registered direct offering

Expected gross proceeds

US$2.55 million

Before placement-agent, legal, administrative and other offering-related expenses

Pre-funded unit price

US$1.31

Public offering price per pre-funded unit

Pre-funded warrant exercise price

US$0.04

Per pre-funded warrant

Common warrant exercise price

US$1.35

Immediately exercisable upon issuance

Common warrant term

5 years

Expires on the fifth anniversary of issuance

Expected closing

October 7, 2026

Subject to customary closing conditions

Previous Crypto,offering Reports

1 past event · Latest: Aug 21

Same Type 1 event

1. Aug 21

   registered offering

   24h Move

   -58.5%

   Priced share-or-pre-funded-warrant units with common warrants and expected US$2.0 million gross proceeds.

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, anti-dilution adjustments, shelf registration statement, +1 more

5 terms

registered direct offering financial

"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 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.

anti-dilution adjustments financial

"subject to anti-dilution adjustments in connection with share splits"

Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.

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.

securities purchase agreement financial

"entered into a securities purchase agreement with certain institutional investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

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

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Hong Kong, Oct. 06, 2026 (GLOBE NEWSWIRE) -- NFT Ltd. (NYSE American: MI) (“Company” or “NFT”, formerly known as Takung Art Co., Ltd.), as an emerging online trading platform operator of international art and collectibles,  today announced that it has entered into a securities purchase agreement with certain institutional investors for the purchase and sale of an aggregate of 1,890,000 units, with each unit consists of one Class A ordinary share, par value of US$0.04 per share (“Ordinary Share”), or one pre-funded warrant in lieu thereof, and one warrant (collectively, the “Securities”) in a registered direct offering. The effective offering price for each unit is $1.35.

Each Unit consists of one Ordinary Share of the Company (or one pre-funded warrant to purchase one Ordinary Share in lieu thereof) (“Pre-Funded Warrant”), and one Common Warrant to purchase one Ordinary Share of the Company (the “Common Warrant”). Each Unit consisting of a Pre-Funded Warrant in lieu of an Ordinary Share and a Common Warrant is referred to herein as a “Pre-Funded Unit.” The public offering price per Pre-Funded Unit is $1.31, which is equal to the public offering price per Unit to be sold in the Offering, minus the $0.04 exercise price per Pre-Funded Warrant. The aggregate gross proceeds from the Offering are expected to be approximately US$2.55 million, prior to deducting placement agent fees, legal fees, administrative and other offering-related expenses.

Each Common Warrant will be immediately exercisable upon issuance at an initial exercise price of US$1.35, which is equal to the public offering price per Unit. The warrant exercise price is subject to anti-dilution adjustments in connection with share splits, share combinations, dividend distributions, subsequent equity sale and other corporate restructurings. The Common Warrants will expire on the fifth anniversary of the issuance date.

The closing of the Offering is currently expected to take place on October 7, 2026, subject to the satisfaction of customary closing conditions set forth in the Securities Purchase Agreements dated October 6, 2026 by and between the Company and the purchasers signatory thereto, and related transaction documents. The Company intends to use the net proceeds from the Offering for working capital requirements and other general corporate purposes.

Maxim Group LLC is acting as the sole placement agent for the Offering. Hunter Taubman Fischer & Li LLC is acting as U.S. securities counsel to the Company, and Pryor Cashman LLP is acting as U.S. securities counsel to the placement agent, in connection with the Offering.

The Securities sold in the registered direct offering are being offered pursuant to a shelf registration statement on Form F-3 (File No. 333-284912), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 28, 2025. The offering of the Securities will be made only by means of a prospectus supplement that forms a part of such registration statement. A prospectus supplement relating to the Securities offered in the registered direct offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3500.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, 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 the registration or qualification under the securities laws of such state or jurisdiction.

About NFT Limited

NFT Limited (formerly known as Takung Art Co Ltd.) operates an online electronic platform (www.nftoeo.com) for offering and trading of digital artwork. Through its platform, the Company allows artists/art dealers/owners to access a much bigger art trading market where they can engage with a wide range of investors. We also provide NFT consulting with respect to the strategic utilization of blockchain technology and NFT launch. Given our goal to create multiple potential revenue streams and continue to diverse the business model, we are also exploring NFT gaming business including sales of in-game characters NFTs and sales of membership packs, and launching AI computing and humanoid robotics initiatives.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to substantial risks and uncertainties that may cause actual results, performance or achievements to differ materially from those expressed or implied, including without limitation: the Company’s ability to complete the Offering in accordance with the expected timeline and terms; satisfaction of closing conditions; the planned use and actual deployment of net proceeds; adverse changes in global market conditions and capital market sentiment; risks relating to the Company’s business strategy adjustment and asset optimization; the ability to maintain the Company’s Nasdaq listing status; changes in industry policies and regulatory rules; future capital financing needs; and other risk factors disclosed in the Company’s periodic filings and subsequent submissions with the SEC, including its Annual Report on Form 20-F. All forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to publicly update or revise any forward-looking statements except as required by applicable law.

Contact:

Investor Relations
IR@nft-limited.com

FAQ

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

How much will NFT's MI registered direct offering raise, and at what price?

The offering is expected to raise approximately US$2.55 million in gross proceeds through 1,890,000 units at an effective price of $1.35 each. Pre-funded units have a public offering price of $1.31, plus a $0.04 exercise price per pre-funded warrant.

When is NFT's MI registered direct offering expected to close?

NFT expects the offering to close on October 7, 2026, subject to satisfaction of customary closing conditions in the securities purchase agreements and related transaction documents.

How does NFT intend to use the registered direct offering proceeds?

NFT intends to use the net proceeds for working capital requirements and other general corporate purposes. Net proceeds will be after placement agent fees, legal fees, administrative expenses and other offering-related expenses.