Singularity Future Technology Ltd. Announces Pricing of $5.0 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Singularity Future Technology (NASDAQ: SGLY) has entered into securities purchase agreements with institutional investors for a registered direct offering of 1,562,500 shares of common stock, or pre-funded warrants in lieu of shares, at $3.20 per share, priced at-the-market under Nasdaq rules.

The company expects gross proceeds of approximately $5.0 million before fees and expenses, with closing anticipated on or about August 21, 2026, subject to customary conditions. According to Singularity Future Technology, net proceeds are planned to support its planned data center business. Univest Securities is the sole placement agent, and the offering uses an effective Form S-3 shelf registration.

Positive

• Capital raise of approximately $5.0 million gross through registered direct offering
• 1,562,500 securities placed with institutional investors at $3.20 per share
• Proceeds earmarked to support Singularity Future Technology’s planned data center business

Negative

• Issuance of up to 1,562,500 new shares or pre-funded warrants may dilute existing shareholders

News Explained

At March 31, the proposed financing equaled 39.9 days of operating cash use versus 17.8 days for existing cash, with potential ownership dilution.

The offering is agreed but not yet closed; if completed with common stock, issuing the offered common stock would increase the share count and reduce existing holders’ percentage ownership.

A registered direct is a negotiated sale to selected investors, while the pre-funded-warrant alternative converts to shares when exercised; placement-agent fees reduce net proceeds.

Against the quarter ended March 31, 2026, the $5.0 million gross amount equals 39.9 days of operating cash use, while $2,233,664 of cash and equivalents equaled 17.8 days on the same basis.

The company says it will file a final prospectus supplement; that filing states the final size, price, and fees, while closing remains subject to customary conditions.

Sources and calculations

• Singularity Future Technology $5.0 Million Registered Direct Offering release (2026-08-20)
• Dilution definition (undated)
• Pre-funded warrant definition (undated)
• Registered direct offering definition (undated)
• Prospectus supplement purpose (undated)
• Latest quarterly fundamentals (2026Q3)

• Offering gross vs quarterly operating cash outflow, in days of cash use $5,000,000 / ($11,277,722 / 90) = [object Object]
• Cash and equivalents vs quarterly operating cash outflow, in days of cash use $2,233,664 / ($11,277,722 / 90) = [object Object]

Market reaction after registered direct offering: SGLY +27.32%

+27.32% $3.79 1895.5x vol

15m delay

+27.32% Vs previous close

-19.9% Trough in 24 min

$3.79 Last Price

$2.87 $8.43 Day Range

$3.40M Market Cap

1895.5x Rel. Volume

Following this news, SGLY has gained 27.32%, reflecting a significant positive market reaction. Argus tracked a trough of -19.9% from its starting point during tracking. Our momentum scanner has triggered 95 alerts so far, indicating high trading interest and price volatility. The stock is currently trading at $3.79. Trading volume is exceptionally heavy at 1895.5x the average, suggesting very strong buying interest.

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

Market Context

The stock is surging +119.8% following this news. -22.27% was SGLY's 24-hour reaction to the prior o...

Analysis

The stock is surging +119.8% following this news. -22.27% was SGLY's 24-hour reaction to the prior offering-tagged event, providing a negative historical comparison for this financing. The new proceeds target data-center plans, while recurring equity issuance remained a dilution-related risk.

Key Figures

Offering Shares: 1,562,500 shares Offering Price: $3.20 per share Gross Proceeds: $5.0 million +2 more

5 metrics

Offering Shares 1,562,500 shares Registered direct offering

Offering Price $3.20 per share Priced at-the-market under Nasdaq rules

Gross Proceeds $5.0 million Before placement agent fees and offering expenses

Expected Closing August 21, 2026 Subject to customary closing conditions

Shelf Effectiveness Date October 24, 2024 Form S-3 registration statement

Previous Offering Reports

2 past events · Latest: Aug 18 (Negative)

Same Type Pattern 2 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 18	Registered direct offering	Negative	-22.3%	Registered direct offering for $1.8 million in gross proceeds
Jan 24	Registered direct offering	Negative	-38.3%	Registered direct offering targeting $1.1 million in gross proceeds

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

Pattern Detected

SGLY's offering-tagged announcements were followed by negative 24-hour price reactions in both available historical events.

Key Terms

registered direct offering, pre-funded warrants, at-the-market, shelf registration statement, +1 more

5 terms

registered direct offering financial

"purchase and sale of 1,562,500 the company’s common stock"

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.

at-the-market financial

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

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

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. 20, 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 securities purchase agreements with certain institutional investors for the purchase and sale of 1,562,500 the company’s common stock (the “Common Stock”) (or pre-funded warrants in lieu of Common Stock), at an offering price of $3.20 per share, in a registered direct offering priced at-the-market under Nasdaq rules (the "Offering").

The gross proceeds to the Company from the registered direct offering are estimated to be approximately $5.0 million before deducting the placement agent’s fees and other estimated offering expenses. The offering is expected to close on or about August 21, 2026, subject to the satisfaction of customary closing conditions. The company plans to use the proceeds to be used for the planned data center business.

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

What did Singularity Future Technology (NASDAQ: SGLY) announce on August 20, 2026 about a $5 million offering?

Singularity Future Technology announced a registered direct offering expected to raise about $5.0 million in gross proceeds. According to Singularity Future Technology, institutional investors will purchase common stock or pre-funded warrants priced at-the-market under Nasdaq rules, subject to customary closing conditions.

How many shares is Singularity Future Technology (SGLY) issuing in its August 2026 registered direct offering?

Singularity Future Technology agreed to sell 1,562,500 shares of common stock or pre-funded warrants in lieu of shares. According to Singularity Future Technology, these securities are priced at $3.20 per share in a registered direct offering under an effective Form S-3 shelf registration statement.

What is the price per share for Singularity Future Technology’s (SGLY) August 2026 offering?

The offering is priced at $3.20 per share for common stock, or equivalent for pre-funded warrants. According to Singularity Future Technology, this registered direct offering is priced at-the-market under Nasdaq rules and targets certain institutional investors.

When is the Singularity Future Technology (SGLY) $5.0 million offering expected to close?

The offering is expected to close on or about August 21, 2026, subject to customary closing conditions. According to Singularity Future Technology, completion depends on satisfaction of standard requirements typically associated with registered direct offerings to institutional investors.

How will Singularity Future Technology (SGLY) use the proceeds from its August 2026 offering?

The company plans to use the proceeds for its planned data center business. According to Singularity Future Technology, the approximately $5.0 million in gross proceeds, before fees and expenses, is intended to support this strategic initiative related to its operations.

Who is the placement agent for Singularity Future Technology’s (SGLY) August 2026 registered direct offering?

Univest Securities is acting as the sole placement agent for the offering. According to Singularity Future Technology, the registered direct transaction is conducted under an effective Form S-3 shelf registration, with final prospectus materials to be filed with the U.S. Securities and Exchange Commission.