Singularity Future Technology Ltd. Announces Pricing of $1.8 Million Registered Direct Offering

Rhea-AI Summary

Singularity Future Technology (NASDAQ: SGLY) entered a securities purchase agreement with an institutional investor for a registered direct offering of 600,000 common shares, or pre-funded warrants in lieu of shares, at $3.00 per share, for estimated gross proceeds of $1.8 million before fees.

The offering is expected to close on or about August 19, 2026, subject to customary conditions. Univest Securities is acting as sole placement agent, and the transaction is being conducted under Singularity’s effective Form S-3 shelf registration statement.

Positive

• $1.8 million gross proceeds from registered direct offering
• Institutional investor participation for 600,000 shares or pre-funded warrants
• Use of effective Form S-3 shelf enables relatively quick capital raise

Negative

• Issuance of up to 600,000 new shares or equivalents may dilute existing shareholders
• Net proceeds will be lower than $1.8 million after placement fees and expenses

News Explained

If completed with common shares, the proposed 600,000-share issuance would dilute existing ownership; $1.8 million gross proceeds are reduced by fees.

The company has entered into an agreement but has not yet completed the offering; if it closes with common shares, the 600,000-share issuance would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.

A pre-funded warrant is sold at nearly the full share price with a nominal exercise price and converts to shares when exercised; here, the company says such warrants may be used instead of common stock. The stated $1.8 million is gross proceeds, so placement-agent fees and other offering expenses reduce the amount the company receives.

That gross amount equals 14.4 days of the last reported quarterly operating cash use, based on the quarter ended March 31, 2026.

The Form S-3 is a shelf registration that authorizes future sales rather than itself issuing shares, while the final prospectus supplement will provide the specific takedown’s final size, price, and fees. The next completion milestone is the expected closing on or about August 19, 2026, subject to customary conditions.

Sources and calculations

• Singularity Future Technology registered direct offering release (2026-08-18)
• Dilution definition (undated)
• Pre-funded warrant definition (undated)
• Registered direct offering definition (undated)
• Form S-3 purpose (undated)
• Prospectus supplement purpose (undated)
• Quarter ended March 31, 2026 fundamentals (2026Q3)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $1,800,000 / ($11,277,722 / 90) = 14.4 days

Argus Aug 18 session 169 alerts

-22.27% close to close 6309.6x rel. volume Open Argus

Details

Market move: SGLY -22.27% in the Aug 18 session. registered direct offering

+63.8% Peak Tracked

-52.0% Trough Tracked

$8.82M Market Cap

On Aug 18, the day this news came out, SGLY closed 22.27% below the previous close. Argus tracked a peak move of +63.8% during that session. Argus tracked a trough of -52.0% from its starting point during tracking. Our momentum scanner recorded 169 alerts for this stock that day. Relative volume reached 6309.6x the daily average during tracking.

Data tracked by StockTitan Argus for the Aug 18 session.

Key Figures

Shares offered: 600,000 shares Offering price: $3 per share Gross proceeds: $1.8 million +2 more

Shares offered

600,000 shares

Registered direct offering

Offering price

$3 per share

Common stock or pre-funded warrants

Gross proceeds

$1.8 million

Before placement agent fees and offering expenses

Expected closing

August 19, 2026

Subject to customary closing conditions

Shelf effectiveness date

October 24, 2024

Form S-3 shelf registration statement

Previous Offering Reports

1 past event · Latest: Jan 24

Same Type 1 event

1. Jan 24

   registered direct offering

   24h Move

   -38.3%

   Offering priced at $1.63 per share for approximately $1.1 million

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 warrants, shelf registration statement, form s-3

4 terms

registered direct offering financial

"the registered direct offering are estimated to be approximately $1.8 million"

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

"or pre-funded warrants in lieu of Common Stock"

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.

shelf registration statement regulatory

"being made pursuant to a shelf registration statement on Form S-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 s-3 regulatory

"shelf registration statement on Form S-3, as amended"

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.

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

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New York, N.Y., Aug. 18, 2026 (GLOBE NEWSWIRE) -- Singularity Future Technology Ltd. (NASDAQ: SGLY) (“Singularity” or the “Company”), a global logistics integrated solution provider, today announced that it has entered into a securities purchase agreement with an institutional investor for the purchase and sale of 600,000 of the company’s common stock (the “Common Stock”) (or pre-funded warrants in lieu of Common Stock), at an offering price of $3 per share.

The gross proceeds to the Company from the registered direct offering are estimated to be approximately $1.8 million before deducting the placement agent’s fees and other estimated offering expenses. The offering is expected to close on or about August 19, 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 S-3, as amended (File No. 333-282006) previously filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) and became effective on October 24, 2024. 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 Singularity Future Technology Ltd.

The Company is a global logistics integrated solution provider that was founded in the United States in 2001. The Company primarily focuses on providing freight logistics services, which mainly include shipping, warehouse, resources, equipment, and other logistical support to steel companies and e-commerce businesses.

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.

Contact:

IR@singularity.us 

Phone number: 718-888-1814

FAQ

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

What are the key terms of Singularity Future Technology’s (NASDAQ: SGLY) $1.8 million registered direct offering announced in August 2026?

Singularity Future Technology agreed to sell 600,000 common shares, or pre-funded warrants, at $3.00 per share for about $1.8 million in gross proceeds. According to Singularity Future Technology, the deal is a registered direct offering to a single institutional investor under its Form S-3 shelf.

How much capital will Singularity Future Technology (SGLY) raise from its August 2026 registered direct offering?

The company expects gross proceeds of approximately $1.8 million from the offering. According to Singularity Future Technology, this figure is before deducting placement agent fees and other offering expenses, so the final net proceeds available to the company will be lower than the gross amount.

What is the share price and number of shares in Singularity Future Technology’s August 2026 SGLY offering?

The offering is priced at $3.00 per share for 600,000 common shares, or pre-funded warrants in lieu of shares. According to Singularity Future Technology, these securities are being sold to an institutional investor through a registered direct transaction under an effective shelf registration.

When is the closing date for Singularity Future Technology’s (NASDAQ: SGLY) registered direct offering?

The offering is expected to close on or about August 19, 2026, subject to customary closing conditions. According to Singularity Future Technology, completion depends on satisfaction of standard conditions that typically apply to registered direct offerings in U.S. capital markets.

Who is acting as placement agent for Singularity Future Technology’s August 2026 SGLY registered direct offering?

Univest Securities is serving as the sole placement agent for the transaction. According to Singularity Future Technology, Univest Securities is responsible for placing the 600,000 shares or pre-funded warrants with the institutional investor and will receive fees and expenses from the gross proceeds.

Under which SEC registration is Singularity Future Technology’s (SGLY) August 2026 offering being conducted?

The offering is being made under Singularity’s effective Form S-3 shelf registration statement, File No. 333-282006. According to Singularity Future Technology, this registration became effective on October 24, 2024 and allows the company to issue securities like the current registered direct offering.