WF Holding Limited Announces $18 Million Registered Direct Offering

The financing combines ordinary shares or pre-funded warrants with additional warrants that permit share acquisition without cash exercise.

Rhea-AI Summary

WF Holding (NASDAQ: WFF) signed a definitive agreement with institutional investors for a registered direct offering expected to raise approximately $18 million.

The offering covers 12,000,000 ordinary shares, or pre-funded warrants in their place, at $1.50 per share. Gross proceeds are before placement agent fees and other offering expenses. Investors will also receive 12,000,000 warrants with a $1.50 exercise price, exercisable immediately upon issuance for a one-year term. Each warrant includes a zero cash exercise option permitting acquisition of up to 9 ordinary shares.

Investors have an additional purchase right for up to $18 million of securities on the same terms during the 30-day period after pricing. The company expects closing on or about October 15, 2026, subject to customary closing conditions. Univest Securities is the sole placement agent.

2 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 5 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Offering proceeds are expected to provide approximately $18 million gross in funding. 20% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Additional purchase rights offer potential funding of up to $18 million during the 30 days after pricing.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Issuance of 12,000,000 ordinary shares or pre-funded warrants at $1.50 per share dilutes existing holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.12,000,000 additional warrants carry a $1.50 exercise price, immediate exercisability and a one-year term, creating further dilution potential.
• Minor point. Forward-looking: it has not happened yet and may not happen.Each warrant's zero cash exercise option permits acquisition of up to 9 ordinary shares without exercise cash.
• Minor point. Forward-looking: it has not happened yet and may not happen.Additional purchase rights permit further securities issuance on the same terms, adding potential dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.Placement agent fees and other offering expenses reduce proceeds available to the company.

Argus 15 min delay 242 alerts

+11.14% vs previous close $0.19 last price 1089.3x rel. volume Open Argus

Details

Market Reaction – WFF

+21.9% Peak in 6 min

$0.16 – $3.43 Day Range

$8.15M Market Cap

On Oct 14, the day this news came out, the latest delayed price for WFF is 11.14% above the previous close. Argus tracked a peak move of +21.9% during the session. Our momentum scanner has recorded 242 alerts for this stock so far that day. The latest delayed price is $0.19. Relative volume is exceptionally heavy at 1089.3x the average.

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

Key Figures

Offering shares: 12,000,000 ordinary shares Purchase price: $1.50 per share Warrants issued: 12,000,000 warrants +5 more

Offering shares

12,000,000 ordinary shares

Shares or pre-funded warrants offered

Purchase price

$1.50 per share

Registered direct offering

Warrants issued

12,000,000 warrants

Issued to the same investors

Warrant exercise price

$1.50 per share

Warrants immediately exercisable upon issuance

Warrant term

1 year

From the date of issuance

Zero-cash exercise

Up to 9 ordinary shares per warrant

Zero cash exercise option

Expected gross proceeds

$18 million

Before placement agent fees and other offering expenses

Additional purchase right

Up to $18 million

Same terms and conditions during the 30-day period after pricing

Key Terms

registered direct offering, pre-funded warrants, zero cash exercise option, shelf registration statement, +1 more

5 terms

registered direct offering financial

"at a purchase price of $1.50 per share 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.

pre-funded warrants financial

"or pre-funded warrants in lieu thereof"

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.

zero cash exercise option financial

"has a zero cash exercise option permitting the holder to acquire up to 9 ordinary shares"

A zero cash exercise option lets a holder convert an option into shares without handing over money by surrendering a portion of the newly issued shares to cover the cost and any taxes, like getting an item by returning part of it instead of paying cash. For investors this matters because it changes how many new shares actually enter the market and whether a company needs cash to fulfill the grant, affecting ownership percentages and per-share metrics.

shelf registration statement regulatory

"pursuant to a shelf registration statement on Form F-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 f-3 regulatory

"a shelf registration statement on Form F-3"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

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

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KUALA LUMPUR, Oct. 14, 2026 (GLOBE NEWSWIRE) -- WF Holding Limited (NASDAQ: WFF) (the “Company”), today announced that it has entered into a definitive agreement with certain institutional investors for the purchase and sale of an aggregate of 12,000,000 ordinary shares of the company, par value $0.00025 per share (the "Shares”) (or pre-funded warrants in lieu thereof), at a purchase price of $1.50 per share in a registered direct offering.

The Company also agreed to issue to the same investors 12,000,000 warrants (the "Warrants") with an exercise price of $1.50 per share. The Warrants will be immediately exercisable upon issuance and have a 1-year term from the date of issuance. Each warrant has a zero cash exercise option permitting the holder to acquire up to 9 ordinary shares.

The aggregate gross proceeds to the Company of this offering are expected to be approximately $18 million, before deducting placement agent fees and other offering expenses payable by the Company. Investors will have an additional purchase right to acquire up to $18 million of securities on the same terms and conditions for during the 30 day period after pricing. The offering is expected to close on or about October 15, 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 F-3 (File No. 333-296397) previously filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) and became effective on June 10, 2026. 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 WF Holding Limited

Based in Malaysia, WF Holding Limited is an ISO 9001:2015 certified manufacturer of fiberglass reinforced plastic ("FRP") products including tanks, pipes, ducts and custom-made FRP products. With a track record of over 30 years, the Company designs and fabricates products that meet the specific needs of its clients, ensuring high-quality and reliable performance. The Company's high-quality and durable products leverage the advantages of FRP to reinforce critical industrial infrastructure, driving resilience, longevity and sustainability. The Company also delivers a wide range of related services such as consultation, delivery, installation, repair and maintenance.

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.

WF Holding Limited
Investor Relations
Email: corporate@winfung.com.my

FAQ

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

How much is WF Holding's registered direct offering raising, and at what price?

WF Holding expects approximately $18 million in gross proceeds from 12,000,000 ordinary shares, or pre-funded warrants in their place, at $1.50 per share. Placement agent fees and other offering expenses will be deducted from gross proceeds.

What are the warrant terms in WF Holding's offering?

The 12,000,000 warrants have a $1.50 per-share exercise price, are immediately exercisable upon issuance and have a one-year term from issuance. Each warrant also has a zero cash exercise option allowing its holder to acquire up to 9 ordinary shares.