OpenWorld Announces Pricing of $3.5 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules

The financing includes two warrant series, each covering up to 2,517,985 shares and subject to shareholder approval.

Rhea-AI Summary

OpenWorld (NASDAQ: OPNW) entered into an agreement with a single institutional investor for a registered direct offering expected to raise approximately $3.5 million. The offering comprises 2,517,985 common shares or pre-funded warrants, accompanied by Series A and Series B warrants, at a combined price of $1.39 per share and accompanying warrants. Each warrant series covers up to 2,517,985 shares.

Series A warrants have a $1.53 exercise price and expire five years after shareholder approval; Series B warrants have a $1.39 exercise price and expire eighteen months after shareholder approval. Both series require shareholder approval. OpenWorld expects closing on or about October 30, 2026, subject to customary conditions, and intends to use net proceeds for real-world asset growth initiatives, working capital and general corporate purposes. Separately, its Blocksight Holdings transaction closed October 27, 2026.

3 points · 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 · 5 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.Offering expected to raise approximately $3.5 million in gross proceeds before fees and expenses. 19% of market cap
• Moderate pointBlocksight Holdings transaction closed on October 27, 2026.
• Minor point. Forward-looking: it has not happened yet and may not happen.OpenWorld intends to fund real-world asset growth initiatives with offering net proceeds.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.2,517,985 common shares or pre-funded warrants, sold with accompanying warrants for $1.39, add dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.Series A warrants cover up to 2,517,985 additional shares at a $1.53 exercise price.
• Minor point. Forward-looking: it has not happened yet and may not happen.Series B warrants cover up to 2,517,985 additional shares at a $1.39 exercise price.
• Minor pointShareholder approval is required for both Series A and Series B warrants.
• Minor point. Forward-looking: it has not happened yet and may not happen.Placement agent fees and offering expenses will reduce proceeds available to OpenWorld.

News Explained

The offering is priced but not closed: its approximately $3.5 million headline is gross, and placement-agent fees and other offering expenses reduce the cash OpenWorld receives; closing is expected on or about October 30, 2026.

Argus 15 min delay 7 alerts

-7.19% vs previous close $1.29 last price 35.0x rel. volume Open Argus

Details

Market move: OPNW -7.19% vs previous close. $3.5 million registered direct offering

-10.6% Trough in 8 min

$1.19 – $1.45 Day Range

$17.30M Mkt Cap at Last Price

On Oct 29, the day this news came out, the latest delayed price for OPNW is 7.19% below the previous close. Argus tracked a trough of -10.6% from its starting point during tracking. Our momentum scanner has recorded 7 alerts for this stock so far that day. The latest delayed price is $1.29. Relative volume is exceptionally heavy at 35.0x the average.

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

Key Figures

Expected gross proceeds: approximately $3.5 million Shares offered: 2,517,985 shares Series A warrants: up to 2,517,985 shares +4 more

Expected gross proceeds

approximately $3.5 million

Before placement agent fees and other estimated offering expenses

Shares offered

2,517,985 shares

Common stock or pre-funded warrants in lieu thereof

Series A warrants

up to 2,517,985 shares

Underlying shares, subject to shareholder approval

Series B warrants

up to 2,517,985 shares

Underlying shares, subject to shareholder approval

Combined purchase price

$1.39

Each common share and accompanying warrants

Series A exercise price

$1.53 per share

Expires five years from shareholder approval

Series B exercise price

$1.39 per share

Expires eighteen months from shareholder approval

Key Terms

registered direct offering, pre-funded warrants, securities purchase agreement, form s-3, +1 more

5 terms

registered direct offering financial

"in a registered direct offering priced at-the-market under Nasdaq rules."

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 of common stock (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.

securities purchase agreement financial

"entered into a securities purchase agreement with a single institutional investor"

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.

form s-3 regulatory

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

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A prospectus supplement and an accompanying prospectus relating to the registered direct offering"

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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LAKE MARY, Fla., Oct. 29, 2026 (GLOBE NEWSWIRE) -- OpenWorld, Inc. (NASDAQ: OPNW) ("OpenWorld" or the "Company"), an innovation company advancing global real-world asset (“RWA”) tokenization, today announced that it has entered into a securities purchase agreement with a single institutional investor for the purchase and sale of 2,517,985 shares of common stock (or pre-funded warrants in-lieu thereof), together with Series A warrants to purchase up to an aggregate of 2,517,985 shares of common stock, and Series B warrants to purchase up to an aggregate of 2,517,985 shares of common stock, in a registered direct offering priced at-the-market under Nasdaq rules. Each share of common stock and accompanying warrants are being sold together at a combined purchase price of $1.39. The Series A warrants will have an exercise price of $1.53 per share, will be subject to shareholder approval, and will expire five years from the date of shareholder approval. The Series B warrants will have an exercise price of $1.39 per share, will be subject to shareholder approval, and will expire eighteen months from the date of shareholder approval. The Series B warrants will be callable by the Company, subject to certain conditions, if the daily trading price of the common stock exceeds 400% of the exercise price and the average daily trading volume of the common stock exceeds $1.0 million over a period of ten consecutive trading days. Upon a call, any portion of the Series B warrants not exercised within ten trading days following the holder's receipt of the call notice will be cancelled.

The Company intends to use the net proceeds from the offering for RWA growth initiatives as well as for working capital and general corporate purposes.

Maxim Group LLC is acting as the sole placement agent for the offering.

The gross proceeds to OpenWorld from the offering are expected to be approximately $3.5 million, before deducting placement agents’ fees and other estimated offering expenses. The offering is expected to close on or about October 30, 2026, subject to satisfaction of customary closing conditions.

The securities described above in the registered direct offering, including the shares of common stock underlying the warrants, are being offered and sold pursuant to a "shelf" registration statement on Form S-3 (File No. 333-284562), as amended, which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 3, 2025. The offering of the securities is being made only by means of a prospectus. A prospectus supplement and an accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the prospectus supplement and the accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3745.

Update on Previously Announced Blocksight Transaction

On October 27, 2026, the Company closed on its previously announced transaction with Blocksight Holdings Co., on the terms previously publicly disclosed.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About OpenWorld

OpenWorld, Inc. (NASDAQ: OPNW) is a digital assets and blockchain technology company. Through its OpenWorld Enterprise platform, the Company provides financial structuring and blockchain infrastructure for the issuance and distribution of tokenized real-world assets to institutional and retail investors. To learn more, visit openworld.dev.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including expected closing and transactions related to this registered direct offering.. Words such as "anticipate," "expects," "will," and similar expressions identify forward-looking statements. These statements are subject to risks and uncertainties, including regulatory approvals, market conditions and technology readiness, that could cause actual results to differ materially. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this release. OpenWorld undertakes no obligation to update them except as required by law. Additional risks are described in the Company's filings with the SEC.

Contacts

Investors: OpenWorldIR@allianceadvisors.com

Media: Aayushi@allianceadvisors.com

Transfer Agent: Vinyl Equity, Inc., 1-888-80-VINYL (84695)

Blockchain Preferred Stock Transfer Agent: Figure Equity Solutions, Inc., support@figuremarkets.com

FAQ

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

How much does OpenWorld expect to raise in its registered direct offering, and at what price?

OpenWorld expects approximately $3.5 million in gross proceeds, before placement agent fees and other estimated offering expenses. Each common share or pre-funded warrant is sold with accompanying Series A and Series B warrants at a combined purchase price of $1.39.

When is OpenWorld's registered direct offering expected to close?

OpenWorld expects the offering to close on or about October 30, 2026, subject to satisfaction of customary closing conditions.

When can OpenWorld call the Series B warrants?

OpenWorld can call the Series B warrants, subject to certain conditions, if the daily common-stock trading price exceeds 400% of the exercise price and average daily trading volume exceeds $1.0 million over ten consecutive trading days. Any portion not exercised within ten trading days after the holder receives the call notice will be cancelled.