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

Rhea-AI Summary

TOYO (Nasdaq: TOYO) closed a $50 million registered direct offering on June 25, 2026, issuing 4,545,456 ordinary shares and accompanying warrants at $11.00 per share and warrant.

Warrants are immediately exercisable at $13.20 per share for five years, funding a 1.5 GW HJT facility in Texas and general purposes.

Positive

• Gross proceeds of approximately $50 million from the registered direct offering
• Issuance of 4,545,456 shares provides capital without immediate debt increase
• Proceeds earmarked to build 1.5 GW HJT solar cell facility in Texas
• Additional potential capital from warrants to purchase 4,545,456 shares at $13.20

Negative

• Issuance of 4,545,456 new shares increases share count and dilutes existing holders
• Future exercise of 4,545,456 warrants could cause further shareholder dilution

News Market Reaction – TOYWF

-10.71%

-10.71% Session close to close

In the Jun 26 session, TOYWF declined 10.71%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -10.7% in the session following this news. A negative reaction despite positive gr...

Analysis

The stock dropped -10.7% in the session following this news. A negative reaction despite positive growth plans fits the prior offering pattern, where financing news saw a -44.64% move. Dilution sensitivity and concerns about funding a 1.5 GW buildout could drive selling pressure.

Key Figures

Shares issued: 4,545,456 ordinary shares Warrants issued: 4,545,456 warrants Combined offering price: $11.00 per share and warrant +5 more

8 metrics

Shares issued 4,545,456 ordinary shares Registered direct offering closed Jun 25, 2026

Warrants issued 4,545,456 warrants Accompanying the ordinary shares in the offering

Combined offering price $11.00 per share and warrant Purchase price in registered direct offering

Warrant exercise price $13.20 per share Exercise price of warrants issued in offering

Gross proceeds approximately $50 million Aggregate gross proceeds before fees and expenses

Warrant term 5 years Expiration from date of warrant issuance

Planned facility capacity 1.5 GW HJT solar cell manufacturing facility in Houston area

Registration file number File No. 333-290952 SEC shelf registration statement referenced for this offering

Previous Offering Reports

1 past event · Latest: Jun 24 (Negative)

Same Type Pattern 1 events

Date	Event	Sentiment	24h Move	Catalyst
Jun 24	Registered direct offering	Negative	-44.6%	Equity and warrant financing to raise $50M for new U.S. solar facility.

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

Pattern Detected

Past offering-related news for TOYO has coincided with a sharply negative price reaction.

Key Terms

registered direct offering, warrants, exercise price, shelf registration statement, +1 more

5 terms

registered direct offering financial

"announced the closing on June 25, 2026 of its previously announced 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

"ordinary shares and warrants to purchase up to 4,545,456 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

exercise price financial

"The warrants issued in the offering have an exercise price of $13.20 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

shelf registration statement regulatory

"offered pursuant to a "shelf" registration statement (File No. 333-290952)"

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.

prospectus supplement regulatory

"The offering was 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.

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

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TOKYO, June 26, 2026 /PRNewswire/ -- TOYO Co., Ltd. (Nasdaq: TOYO) (OTC: TOYWF), ("TOYO" or the "Company"), a solar manufacturing company, today announced the closing on June 25, 2026 of its previously announced registered direct offering of an aggregate of 4,545,456 ordinary shares and warrants to purchase up to 4,545,456 ordinary shares, at a combined purchase price of $11.00 per share and associated warrant.

The warrants issued in the offering have an exercise price of $13.20 per share, are exercisable immediately upon issuance, and will expire five years from the date of issuance.

Roth Capital Partners and H.C. Wainwright & Co. acted as the exclusive co-placement agents for the offering. The Company was represented by Robinson & Cole LLP as its legal counsel, and Roth Capital Partners and H.C. Wainwright & Co. were represented by Pryor Cashman LLP as their legal counsel.

The aggregate gross proceeds to the Company from the offering were approximately $50 million, before deducting the placement agent fees and other offering expenses payable by the Company. The Company 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 were 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 was 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 have been filed with the SEC and are 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 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, 3^rd 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 intended use of net proceeds from the the registered direct offering. 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

View original content:https://www.prnewswire.com/news-releases/toyo-co-ltd-announces-closing-of-50-million-registered-direct-offering-302811736.html

SOURCE TOYO Co., Ltd.

FAQ

What are the key details of TOYO (Nasdaq: TOYO) $50 million registered direct offering closed on June 25, 2026?

TOYO closed a $50 million registered direct offering of 4,545,456 shares and equal warrants at $11.00 per share and warrant. According to TOYO, the warrants are immediately exercisable at $13.20 per share and expire five years from issuance.

How many shares and warrants did TOYO (TOYO) issue in the June 2026 registered direct offering?

TOYO issued 4,545,456 ordinary shares and warrants to purchase up to 4,545,456 ordinary shares in this offering. According to TOYO, each share was sold with an associated warrant at a combined purchase price of $11.00.

What is the exercise price and term of the warrants from TOYO’s June 25, 2026 offering?

The warrants from TOYO’s offering have an exercise price of $13.20 per share and a five-year term. According to TOYO, the warrants are exercisable immediately upon issuance and will expire five years from the issuance date.

How will TOYO use the $50 million proceeds from its June 2026 registered direct offering?

TOYO plans to use the net proceeds to build a 1.5 GW HJT solar cell facility in the Houston area and for general corporate purposes. According to TOYO, this manufacturing plant is its previously announced U.S. expansion project.

Which placement agents participated in TOYO (TOYO) June 2026 registered direct offering?

Roth Capital Partners and H.C. Wainwright & Co. acted as co-placement agents for TOYO’s registered direct offering. According to TOYO, Robinson & Cole served as company counsel, while Pryor Cashman represented the placement agents.

Was TOYO’s June 2026 $50 million offering conducted under an effective SEC shelf registration?

Yes, TOYO’s registered direct offering used an effective shelf registration statement on file with the SEC. According to TOYO, the shelf (File No. 333-290952) was filed October 20, 2025 and declared effective November 9, 2025.