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TOYO Co., Ltd. Announces $50 Million Registered Direct Offering

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TOYO (Nasdaq: TOYO) entered definitive agreements for a registered direct offering of 4,545,456 ordinary shares and warrants to purchase up to 4,545,456 shares at a combined price of $11.00.

The deal is expected to raise about $50 million to fund a 1.5 GW HJT solar cell facility in Texas and for general corporate purposes.

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Positive

  • Registered direct offering expected to raise approximately $50 million in gross proceeds
  • Capital earmarked to build a 1.5 GW HJT solar cell facility in the Houston area
  • Warrants with five-year term may provide additional future capital at $13.20 exercise price

Negative

  • Issuance of 4,545,456 new shares represents equity dilution for existing shareholders
  • Warrants for up to 4,545,456 shares could add further dilution if exercised
  • Offering priced at a fixed $11.00 per share and warrant unit, limiting upside participation in this raise

News Market Reaction – TOYWF

-44.64%
-44.64% News Effect

On the day this news was published, TOYWF declined 44.64%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -44.6% in the session following this news. A negative reaction despite positive gr...
Analysis

The stock dropped -44.6% in the session following this news. A negative reaction despite positive growth plans fits a pattern where investors have previously punished capex-heavy announcements. The new shares and 4,545,456 warrants add potential overhang, making project execution and capital efficiency key watchpoints.

Key Figures

Shares offered: 4,545,456 ordinary shares Warrants offered: 4,545,456 warrants Combined purchase price: $11.00 per share and warrant +5 more
8 metrics
Shares offered 4,545,456 ordinary shares Registered direct offering
Warrants offered 4,545,456 warrants Attached to offered shares
Combined purchase price $11.00 per share and warrant Registered direct offering terms
Warrant exercise price $13.20 per share Exercise price for new warrants
Gross proceeds $50 million Expected aggregate gross proceeds before fees
Warrant term 5 years Warrants exercisable immediately, expiring five years after issuance
Facility capacity 1.5 GW Planned HJT solar cell manufacturing facility in Houston area
Closing date June 25, 2026 Expected closing date of the offering

Historical Context

5 past events · Latest: Jun 10 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Jun 10 Supply agreements Positive +0.0% Signed two major U.S. solar supply agreements totaling $185.6 million.
Jun 08 Capacity expansion Negative -25.1% Announced $357 million HJT cell facility capex with long build timeline.
May 22 Conference participation Neutral +7.8% Participation in Bank of America cleantech conference with investor meetings.
May 18 Earnings results Positive +55.6% Q1 2026 revenue and profit surged, with guidance reaffirmed for the year.
May 11 Earnings date set Neutral +34.1% Announced date and webcast details for upcoming Q1 2026 earnings call.

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

Pattern Detected

TOYO’s stock has mostly moved in line with news tone, with one notable divergence on a large supply-agreement announcement.

Key Terms

registered direct offering, warrants, prospectus supplement, registration statement
4 terms
registered direct offering financial
"entered into definitive agreements for the issuance and sale 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.
warrants financial
"and warrants to purchase up to 4,545,456 of its ordinary shares"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
View in glossary
prospectus supplement regulatory
"The offering is being made only by means of a prospectus, including 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.
registration statement regulatory
"being offered pursuant to a "shelf" registration statement (File No. 333-290952)"
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.

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

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TOKYO, June 24, 2026 /PRNewswire/ -- TOYO Co., Ltd. (Nasdaq: TOYO) (OTC: TOYWF), ("TOYO" or the "Company"), a solar manufacturing company, today announced that it has entered into definitive agreements for the issuance and sale in a registered direct offering of an aggregate of 4,545,456 its ordinary shares and warrants to purchase up to 4,545,456 of its ordinary shares at a combined purchase price of $11.00 per share and associated warrant. The warrants will have an exercise price of $13.20 per share, will be exercisable immediately upon issuance and will expire five years thereafter. The closing of the offering is expected to occur on or about June 25, 2026, subject to the satisfaction of customary closing conditions.

Roth Capital Partners and H.C. Wainwright & Co. are acting as the exclusive co-placement agents for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $50 million, before deducting the placement agent fees and other offering expenses payable by the Company. The Company currently intends to use the net proceeds from the offering to build its previously announced 1.5 GW heterojunction (HJT) solar cell manufacturing facility in the Houston metropolitan area, Texas, as well as for general corporate purposes.

The securities described above are being offered pursuant to a "shelf" registration statement (File No. 333-290952) that was filed with the Securities and Exchange Commission ("SEC") on October 20, 2025 and became effective on November 9, 2025. The offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the offering will be filed with the SEC and be available at the SEC's website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the offering may also be obtained, when available, by contacting Roth Capital Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA 92660, (800) 678-9147 or by email at rothecm@roth.com or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail at placements@hcwco.com.

This press release shall not constitute an offer to sell or the 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 offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About TOYO Co., Ltd.

TOYO is a solar manufacturing company that is committed to becoming a vertically integrated solar manufacturer in the global market, integrating the upstream production of wafers and silicon, midstream production of solar cells, downstream production of photovoltaic modules, and potentially other stages of the solar power supply chain. TOYO is well-positioned to produce high-quality solar cells and modules at a competitive scale and cost.

 Forward Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements related to the completion of the registered direct offering, the satisfaction of customary closing conditions related to the registered direct offering and the intended use of net proceeds therefrom. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of TOYO's management and are not predictions of actual performance.

These statements involve risks, uncertainties, and other factors that may cause actual results, activity levels, performance, or achievements to materially differ from those expressed or implied by these forward-looking statements. These include market and other conditions, the outcome of any potential litigation, government or regulatory proceedings, the sales performance of TOYO, and other risks and uncertainties, including but not limited to those included under the heading "Risk Factors" in the filings of TOYO with the SEC. Although TOYO believes that it has a reasonable basis for each forward-looking statement contained in this press release, TOYO cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there are risks and uncertainties described in the documents filed by TOYO from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Except as may be required by law, TOYO does not undertake any duty to update these forward-looking statements.

Contact Information

For TOYO Co., Ltd.
IR@toyo-solar.com  

Crocker Coulson
Email: crocker.coulson@aumadvisors.com 
Tel: (646) 652-7185

Cision View original content:https://www.prnewswire.com/news-releases/toyo-co-ltd-announces-50-million-registered-direct-offering-302808952.html

SOURCE TOYO Co., Ltd.

FAQ

What did TOYO (NASDAQ: TOYO) announce in its June 24, 2026 offering?

TOYO announced definitive agreements for a registered direct offering of ordinary shares and warrants, raising about $50 million in gross proceeds. According to TOYO, funds will support construction of its 1.5 GW heterojunction solar cell manufacturing facility and general corporate purposes.

How many shares and warrants are included in the TOYO (TOYO) $50 million offering?

The offering covers 4,545,456 ordinary shares and warrants to purchase up to 4,545,456 additional shares. According to TOYO, each share is sold together with a warrant at a combined purchase price of $11.00 per share and associated warrant unit.

What are the terms of the TOYO (TOYO) warrants in the June 2026 offering?

The warrants have an exercise price of $13.20 per share, are exercisable immediately, and expire five years after issuance. According to TOYO, these warrants are issued alongside the ordinary shares in the registered direct offering, potentially providing additional future capital.

When is the closing date for the TOYO (NASDAQ: TOYO) registered direct offering?

The closing is expected on or about June 25, 2026, subject to customary closing conditions. According to TOYO, Roth Capital Partners and H.C. Wainwright are co-placement agents, and the securities are offered under an effective SEC shelf registration statement.

How will TOYO use proceeds from the $50 million registered direct offering?

TOYO plans to use net proceeds to build its 1.5 GW HJT solar cell manufacturing facility in the Houston metropolitan area. According to TOYO, remaining funds will support general corporate purposes, aligning the capital raise with its solar manufacturing expansion strategy.