NFT Ltd. Announces Pricing of $2.8M Million Registered Direct Offering

Rhea-AI Summary

NFT Ltd. (NYSE American: MI) has agreed to sell 720,779 units in a registered direct offering at an effective price of $3.85 per unit, with each unit comprising one Class A ordinary share and one warrant. Gross proceeds are approximately $2.8 million.

Warrants are exercisable at $4.17 per share, include a zero-cash exercise formula subject to a beneficial ownership cap, expire in five years, and the offering is expected to close on or about March 11, 2026.

Positive

• Gross proceeds of approximately $2.8 million
• Warrants feature a five-year term and exercisable price of $4.17
• Offering uses an existing Form F-3 shelf declared effective Nov 18, 2025

Negative

• Issuance of 720,779 units may cause share and warrant dilution
• Net proceeds will be reduced by placement agent fees and offering expenses

News Market Reaction – MI

-82.97% 280.0x vol

30 alerts

-82.97% News Effect

-77.6% Trough in 30 hr 58 min

-$291M Valuation Impact

$60M Market Cap

280.0x Rel. Volume

On the day this news was published, MI declined 82.97%, reflecting a significant negative market reaction. Argus tracked a trough of -77.6% from its starting point during tracking. Our momentum scanner triggered 30 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $291M from the company's valuation, bringing the market cap to $60M at that time. Trading volume was exceptionally heavy at 280.0x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Units offered: 720,779 units Unit offering price: $3.85 per unit Warrant exercise price: $4.17 per share +5 more

8 metrics

Units offered 720,779 units Registered direct offering of share + warrant units

Unit offering price $3.85 per unit Effective offering price for each Class A share + warrant unit

Warrant exercise price $4.17 per share Initial exercise price for warrants in the offering

Gross proceeds $2.8 million Gross proceeds before fees and expenses from this offering

Warrant term 5 years Warrants expire five years from date of issuance

Exercise window First to tenth trading day Zero-cash exercise allowed from day 1 to day 10 after closing

Form F-3 file number File No. 333-284912 Shelf registration statement reference for this offering

Effective date November 18, 2025 SEC effectiveness date cited for the Form F-3 shelf

Market Reality Check

Price: $0.5710 Vol: Volume 3,976 vs 20-day av...

low vol

$0.5710 Last Close

Volume Volume 3,976 vs 20-day average 11,946 (relative volume 0.33x) shows muted trading into the offering. low

Technical Shares at $4.17, above 200-day MA of $3.53, but 37.76% below the $6.70 52-week high.

Peers on Argus

MI fell 6.61% while key internet retail peers were mixed, with one momentum peer...

1 Up

MI fell 6.61% while key internet retail peers were mixed, with one momentum peer (YJ) up 9.67%, indicating this registered direct offering is driving a stock-specific move rather than a sector-wide shift.

Historical Context

1 past event · Latest: Feb 17 (Positive)

Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Feb 17	New finance program	Positive	-15.9%	Launch of USD 500M asset-backed supply chain finance service for renewables.

Pattern Detected

Recent positive strategic news in February was followed by a double-digit decline, suggesting a pattern where announcements have coincided with selling pressure.

Recent Company History

On Feb 17, 2026, MI announced a USD 500 million supply chain finance service targeting U.S. renewable-energy projects, with revenue expected from interest, service and data fees. Despite the seemingly expansionary move, the stock fell 15.89% over the next day. Today’s registered direct offering of equity and warrants fits a pattern of capital and financing-related developments against a backdrop of volatile share-price reactions.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-07-14

MI has an active Form F-3/A shelf filed on 2025-07-14 that remains marked as not effective in the provided data. The current registered direct offering draws on a shelf framework, highlighting the company’s use of pre-filed registration capacity for capital-raising.

Market Pulse Summary

The stock dropped -83.0% in the session following this news. The decline reflects market sensitivity...

Analysis

The stock dropped -83.0% in the session following this news. The decline reflects market sensitivity to dilution from issuing 720,779 units, each with a share and a warrant, at $3.85 when the stock recently traded at $4.17. A past 15.89% drop after February’s financing-related announcement shows similar pressure around capital moves. With warrants exercisable for five years, investors may remain focused on overhang and future issuance risk.

Key Terms

securities purchase agreement, registered direct offering, warrant, zero cash exercise, +4 more

8 terms

securities purchase agreement financial

"announced that it has entered into a securities purchase agreement with certain"

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.

registered direct offering financial

"ordinary share and one warrant ... 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.

warrant financial

"each unit consists of one Class A ordinary share and one warrant"

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.

zero cash exercise financial

"may also be exercised ... on a zero cash exercise basis for a number of"

A zero cash exercise is a way for an option holder to convert stock options into actual shares without paying money up front, typically by surrendering some of the newly issued shares to cover the exercise cost and taxes. Think of it like trading part of a purchased item back to the seller to settle the bill; for investors it matters because it increases the number of shares outstanding, which can dilute existing ownership and affect metrics like earnings per share and potential selling pressure.

beneficial ownership limitation regulatory

"pursuant to the formula defined in the warrants, subject to a beneficial ownership limitation."

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

shelf registration statement regulatory

"pursuant to a shelf registration statement on Form F-3 (File No. 333-284912)"

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

"pursuant to a shelf registration statement on Form F-3 (File No. 333-284912)"

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

"The offering of the Securities will be made only by means of a prospectus supplement"

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.

Hong Kong, March 10, 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 720,779 units, with each unit consists of one Class A ordinary share and one warrant (collectively, the “Securities”) in a registered direct offering. The effective offering price for each unit is $3.85.

The warrants will be initially exercisable at a price of $4.17 per share. The warrants may also be exercised, starting on the first trading day after the closing date, and ending at 5:30 p.m. ET on the tenth trading day after the closing date, on a zero cash exercise basis for a number of Class A ordinary shares pursuant to the formula defined in the warrants, subject to a beneficial ownership limitation. The warrants will expire five (5) years from the date of issuance.

The gross proceeds to the Company from the registered direct offering are approximately $2.8 million before deducting the placement agent’s fees and other estimated offering expenses. The offering is expected to close on or about March 11, 2026, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole 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 18, 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. It generates revenue in the form of services in connection with the offering and trading of artwork on its platform, primarily consisting of listing fees, trading commissions, and management fees. Please visit: www.nftoeo.com.

Forward-Looking Statements

Certain statements in this press release may constitute "forward-looking statements" within the meaning of the Federal Securities Act, including but not limited to our expectations of future financial performance, business strategy or business. These statements constitute forecasts, prospects and forward-looking statements and are not performance guarantees. NFT warns that forward-looking statements are subject to many assumptions, risks and uncertainties that will change over time. Forward looking statements may be identified by words such as "may", "can", "should", "will", "estimate", "plan", "project", "forecast", "intend", "expect", "predict", "believe", "seek", "target", "Outlook" or similar words. These forward-looking statements are based on information available as of the date of this press release and our management's current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but not are limited to, the risk factors described by NFT in its filings with the Securities and Exchange Commission ("SEC").

Contact:

Investor Relations
IR@nft-limited.com

FAQ

What is NFT Ltd.'s (MI) registered direct offering announced March 10, 2026?

The company is selling 720,779 units at $3.85 per unit in a registered direct offering. According to the company, each unit includes one Class A ordinary share and one warrant, with gross proceeds of approximately $2.8 million before fees and expenses.

How are the warrants in NFT Ltd.'s (MI) offering structured and priced?

The warrants are initially exercisable at $4.17 per share and expire in five years. According to the company, warrants may also be exercised on a zero-cash basis under a formula subject to a beneficial ownership limit and specified exercise window.

When is the closing date for NFT Ltd.'s (MI) $2.8M registered direct offering?

The offering is expected to close on or about March 11, 2026, subject to customary conditions. According to the company, closing remains conditional on satisfaction of customary closing requirements and finalization of offering documents.

Who is the placement agent and how can investors obtain the prospectus for MI's offering?

Maxim Group LLC is acting as sole placement agent for the registered direct offering. According to the company, the prospectus supplement will be filed with the SEC and copies will be available via the SEC website or from Maxim Group.

How will the registered direct offering affect existing shareholders of NFT Ltd. (MI)?

Existing shareholders may experience dilution from issuance of 720,779 units and associated warrants if exercised. According to the company, the offering includes a beneficial ownership limitation but could still increase outstanding shares if warrants are exercised.