Real Messenger Corporation Announces Closing of US$4.0 Million Public Offering

Real Messenger (Nasdaq:RMSG) closed a best-efforts public offering of 5,714,284 units at $0.70 per unit, raising approximately $4 million in gross proceeds before fees.

Rhea-AI Summary

Real Messenger (Nasdaq:RMSG) closed a best-efforts public offering of 5,714,284 units at $0.70 per unit, raising approximately $4 million in gross proceeds before fees.

Each unit includes one Class A share or pre-funded warrant plus one common warrant. Proceeds will fund M&A, working capital and general corporate purposes.

Positive

• Raised approximately $4 million gross proceeds from unit offering
• Issued 5,714,284 units including common and pre-funded warrants
• Use of proceeds earmarked for M&A, working capital, corporate purposes
• Registration statement on Form F-1 declared effective June 8, 2026

Negative

• Issuance of 5,714,284 units will increase outstanding equity when exercised or converted
• Common warrants at $0.70 per share may create additional future dilution
• Placement agent fees and offering expenses will reduce net proceeds below $4 million

Argus Jun 9 session

-7.23% close to close Open Argus

Details

News Market Reaction – RMSG

On Jun 9, the day this news came out, RMSG closed 7.23% below the previous close.

Data tracked by StockTitan Argus for the Jun 9 session.

Key Figures

Units offered: 5,714,284 units Unit offering price: US$0.70 per Unit Pre-Funded Unit price: US$0.6999 per Pre-Funded Unit +5 more

Units offered

5,714,284 units

Best-efforts public offering

Unit offering price

US$0.70 per Unit

Public offering pricing

Pre-Funded Unit price

US$0.6999 per Pre-Funded Unit

Alternative to Class A share in Unit

Pre-Funded Warrant exercise

US$0.0001 per share

Exercise price on Pre-Funded Warrants

Common Warrant exercise

US$0.70 per share

Initial exercise price, matches Unit price

Gross proceeds

US$4.0 million

Aggregate gross proceeds before fees

Warrant term

5 years

Common Warrants expire on fifth anniversary

Registration statement file

File No. 333-296226

Form F-1 declared effective June 8, 2026

Previous Offering Reports

1 past event · Latest: Jun 08

Same Type 1 event

1. Jun 08

   Equity offering pricing

   24h Move

   -65.0%

   Priced US$4.0M best-efforts unit offering with attached common warrants.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

pre-funded warrant, common warrant, anti-dilution adjustments, registration statement, +1 more

5 terms

pre-funded warrant financial

"or one pre-funded warrant (the “Pre-Funded Warrant”) to purchase one Class A Ordinary Share"

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.

common warrant financial

"and one common warrant initially exercisable for the purchase of one Class A Ordinary Share"

A common warrant is a tradable security that gives its holder the right to buy a company’s common shares at a preset price for a limited time. It matters to investors because exercising warrants can dilute existing ownership and create leverage: holders can benefit if the stock rises above the preset price, while holders of original shares face potential reduction in their percentage stake, similar to more tickets being added to a raffle.

anti-dilution adjustments financial

"subject to customary anti-dilution adjustments in connection with subsequent equity sales"

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.

registration statement regulatory

"The Company's registration statement on Form F-1 (File No. 333-296226)"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

prospectus regulatory

"The Offering was made exclusively by means of a prospectus contained within the effective Registration Statement"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

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

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Costa Mesa, CA, June 09, 2026 (GLOBE NEWSWIRE) -- Real Messenger Corporation (“Real Messenger” or the “Company”) (Nasdaq: RMSG), an innovative chat-based platform reimagining real estate connections, today announced the closing of its best-efforts public offering of 5,714,284 units (each, a “Unit”) at an offering price of US$0.70 per Unit (the “Offering”). Each Unit consists of one Class A ordinary share of the Company, par value US$0.0001 per share (the “Class A Ordinary Share”), or one pre-funded warrant (the “Pre-Funded Warrant”) to purchase one Class A Ordinary Share in lieu thereof, and one common warrant initially exercisable for the purchase of one Class A Ordinary Share (the "Common Warrant"). Each Common Warrant will be immediately exercisable upon issuance at an initial exercise price of US$0.70, which is equal to the public offering price per Unit. The Common Warrant exercise price is subject to customary anti-dilution adjustments in connection with subsequent equity sales and other corporate restructurings. The Common Warrants will expire on the fifth anniversary of the issuance date. The public offering price per Pre-Funded Unit is $0.6999, which is equal to the public offering price per Unit to be sold in the offering, minus the $0.0001 exercise price per Pre-Funded Warrant. The Offering was closed on June 9, 2026.

Maxim Group LLC acted as the sole placement agent for the Offering.

The aggregate gross proceeds to the Company from this Offering were approximately $4 million, before deducting the placement agent’s fees and other offering expenses payable by the Company and excluding the exercise of any warrant offered. The Company intends to use the net proceeds from this Offering for potential mergers and acquisitions to align with its strategic growth objective, working capital and general corporate purposes, and to acquire, or invest in complementary businesses, technologies, products or assets.

The Company's registration statement on Form F-1 (File No. 333-296226) (the “Registration Statement”) was filed with the U.S. Securities and Exchange Commission (SEC) on May 26, 2026 and declared effective on June 8, 2026. The Offering was made exclusively by means of a prospectus contained within the effective Registration Statement, copies of which may be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com. Copies of the Registration Statement can be accessed through the SEC website at www.sec.gov.

This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. No offering, sale or solicitation shall be permitted in any state or jurisdiction where such offering or sale would be unlawful prior to registration, exemption or qualification under the local securities laws of any such state or jurisdiction.

About Real Messenger Corporation

Real Messenger Corporation (Nasdaq: RMSG) is a real estate technology platform headquartered in Costa Mesa, CA. Founded in 2022, Real Messenger is transforming real estate engagement by connecting agents, buyers, sellers, and other industry participants within a unified, social platform. With users across 35 countries, Real Messenger’s primary reach is in the U.S., with notable growth in key markets such as the U.K. and Australia.

Forward-looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should” “would,” “plan,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this communication and on the current expectations of Real Messenger’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Real Messenger. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.

If any of these risks materialize or Real Messenger’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Real Messenger does not presently know, or that Real Messenger currently believes are immaterial that could also cause actual results to differ from those contained in the forward- looking statements. In addition, forward-looking statements reflect Real Messenger’s current expectations, plans and forecasts of future events and views as of the date hereof. Nothing in this communication should be regarded as a representation by any person that the forward- looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of Real Messenger described in Real Messenger’s Form 20-F initially filed with the SEC on July 31, 2025, as amended, including those under “Risk Factors” therein. Real Messenger anticipates that subsequent events and developments will cause its assessments to change. However, while Real Messenger may elect to update these forward-looking statements at some point in the future, Real Messenger specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Real Messenger’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contacts
Real Messenger Corporation
ir@real.co

FAQ

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

What did Real Messenger (RMSG) announce about its June 9, 2026 public offering?

Real Messenger announced the closing of a best-efforts public offering raising about $4 million in gross proceeds. According to Real Messenger, the company sold 5,714,284 units at $0.70 per unit, each including equity and warrant components.

How many units did Real Messenger (Nasdaq:RMSG) sell and at what price?

Real Messenger sold 5,714,284 units at an offering price of $0.70 per unit. According to Real Messenger, each unit comprised one Class A ordinary share or a pre-funded warrant plus one common warrant exercisable for one Class A share.

What securities are included in the Real Messenger (RMSG) 2026 unit offering?

Each Real Messenger unit includes one Class A ordinary share or a pre-funded warrant and one common warrant. According to Real Messenger, common warrants are immediately exercisable at $0.70 per share and will expire five years after issuance, subject to anti-dilution adjustments.

How will Real Messenger (RMSG) use the proceeds from its $4 million offering?

Real Messenger plans to use net proceeds for potential mergers and acquisitions and general needs. According to Real Messenger, funds will support strategic growth objectives, working capital, general corporate purposes, and investments in complementary businesses, technologies, products or assets.

When did Real Messenger’s Form F-1 for the RMSG offering become effective?

Real Messenger’s registration statement on Form F-1 was declared effective on June 8, 2026. According to Real Messenger, the Form F-1 (File No. 333-296226) enabled the best-efforts public offering that closed on June 9, 2026.

What are the key terms of the common warrants in Real Messenger’s (RMSG) offering?

The common warrants are immediately exercisable at an initial exercise price of $0.70 per share. According to Real Messenger, they expire on the fifth anniversary of issuance and include customary anti-dilution adjustments tied to future equity sales and corporate restructurings.