AirJoule (NASDAQ: AIRJ) raises $15M to fund operations into 2028

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AirJoule Technologies Corporation is raising capital through a registered direct offering of 3,658,536 shares of Class A common stock at $4.10 per share. The transaction is expected to generate approximately $15.0 million in gross proceeds and about $14.2 million in net proceeds.

The company plans to use the funds to commercialize its AirJoule Core and Prime systems and for general corporate purposes, and expects the offering to fully fund operations into 2028 when combined with existing cash. At the same time, shareholders elected two Class II directors and ratified Deloitte & Touche LLP as the independent auditor for 2026.

Insights

AirJoule secures $15M equity financing expected to extend its cash runway into 2028.

AirJoule Technologies entered a Securities Purchase Agreement with institutional investors for a registered direct sale of 3,658,536 common shares at $4.10 per share. This implies gross proceeds of about $15.0 million and net proceeds of roughly $14.2 million after fees and expenses.

The company states that, together with existing cash, these net proceeds are expected to fully fund operations into 2028, while supporting commercialization of its AirJoule Core and Prime systems. A 30-day lock-up on further company equity or debt sales, subject to exceptions, limits near-term additional issuance.

The financing is under an effective shelf registration on Form S-3, with Titan Partners acting as sole placement agent. The same disclosure notes routine governance outcomes: shareholders elected two Class II directors and ratified Deloitte & Touche LLP as auditor for the fiscal year ending December 31, 2026.

8-K Event Classification

4 items: 1.01, 5.07, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares offered: 3,658,536 shares Offering price: $4.10 per share Gross proceeds: $15.0 million +5 more

8 metrics

Shares offered 3,658,536 shares Registered direct common stock offering

Offering price $4.10 per share Price for registered direct offering

Gross proceeds $15.0 million Expected gross from offering

Net proceeds $14.2 million After placement fees and expenses

Funding runway Into 2028 Runway expectation with net proceeds and existing cash

Director vote – Thomas E. Murphy 42,201,240 For; 80,539 Withheld 2026 Annual Meeting director election

Director vote – Denise B. Sterling 42,159,639 For; 122,140 Withheld 2026 Annual Meeting director election

Auditor ratification votes 52,357,868 For; 11,878 Against; 2,633 Abstain Deloitte & Touche LLP for FY 2026

Key Terms

registered direct offering, Securities Purchase Agreement, Placement Agency Agreement, shelf registration statement on Form S-3, +2 more

6 terms

registered direct offering financial

"an aggregate of 3,658,536 shares of its common stock 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.

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Placement Agency Agreement financial

"entered into a Placement Agency Agreement (the “Placement Agency Agreement”), dated as of May 28, 2026"

shelf registration statement on Form S-3 regulatory

"pursuant to an effective shelf registration statement on Form S-3 (File No. 333-291527)"

A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

forward-looking statements regulatory

"The information in this press release includes “forward-looking statements” within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/01/2026 - 08:34 AM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 28, 2026

AirJoule Technologies Corporation

(Exact name of registrant as specified in its charter)


Delaware	001-41151	86-2962208
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

     34361 Innovation Drive
Ronan, Montana

     59864

     (Address of principal executive offices)

     (Zip Code)

(800) 942-3083

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	AIRJ	Nasdaq Capital Market
Warrants to purchase Class A common stock	AIRJW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

On May 28, 2026, AirJoule Technologies Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which the Company agreed to sell to the Investors, and the Investors agreed to purchase from the Company, through a registered direct offering (the “Offering”) subject to and upon the terms and conditions set forth therein, 3,658,536 shares of its Class A common stock, par value $0.0001 per share (the “Common Stock”). The offering price per share of Common Stock is $4.10. The Offering is expected to close on June 1, 2026.

The material terms of the Offering are described in the final prospectus supplement, dated May 28, 2026 (the “Prospectus Supplement”), which was filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on June 1, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).

As described in the Prospectus Supplement, the net proceeds from the Offering are expected to be approximately $14.2 million, after deducting the placement agent’s fees and estimated Offering expenses. The Company intends to use the net proceeds of the Offering for the commercialization of its AirJoule Core and Prime systems and for general corporate purposes.

Pursuant to the Purchase Agreement, the Company has agreed not to sell, transfer or otherwise dispose of any shares of Common Stock or debt securities of the Company for a period beginning from the date of the Purchase Agreement and ending 30 days after the closing date of the Offering without first obtaining the written consent of the Placement Agent (as defined below), subject to certain exceptions.

The Purchase Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Investors against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Investors may be required to make because of any of those liabilities.

In connection with the Offering, the Company also entered into a Placement Agency Agreement (the “Placement Agency Agreement”), dated as of May 28, 2026, with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the sole placement agent for the issuance and sale of the shares of Common Stock pursuant to the Purchase Agreement.

The foregoing descriptions are qualified in their entirety by reference to the full text of the Purchase Agreement and the Placement Agency Agreement, which are attached as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

A copy of the legal opinion of Latham & Watkins LLP relating to the validity of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders

The 2026 Annual Meeting of Shareholders of the Company was held on May 28, 2026 (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company (i) elected two Class II directors to the Board for a term of three years expiring at the Company’s annual meeting of shareholders to be held in 2029, or, for each, until his or her successor is duly elected and qualified (the “Director Election Proposal”) and (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”). The voting results for each proposal were as follows:

Proposal 1: Director Election Proposal


	For	Withheld	Broker Non-Votes
Thomas E. Murphy	42,201,240	80,539	10,090,600
Denise B. Sterling	42,159,639	122,140	10,090,600

Proposal 2: Auditor Ratification Proposal


For	Against	Abstain
52,357,868	11,878	2,633

Item 7.01. Regulation FD Disclosure

On May 28, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific referencing in such filing.

Item 9.01 Financial Statements and Exhibits


5.1		Opinion of Latham & Watkins LLP
10.1		Securities Purchase Agreement, dated May 28, 2026, by and between the Company and the Investors.
10.2		Placement Agency Agreement, dated May 28, 2026, by and between the Company and Titan Partners Group LLC, a division of American Capital Partners, LLC.
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1)
99.1		Press Release of AirJoule Technologies Corporation, dated May 28, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	AIRJOULE Technologies Corporation

Date: June 1, 2026	By:	/s/ Stephen S. Pang
	Name:	Stephen S. Pang
	Title:	Chief Financial Officer

Exhibit 99.1

AirJoule Technologies Announces $15.0 Million Registered Direct Offering of Common Stock

Net proceeds expected to fully fund the Company into 2028 and support the commercialization of the AirJouleTM Core and Prime systems

RONAN, Mont., May 28, 2026 - AirJoule Technologies Corporation (NASDAQ: AIRJ) (“AirJoule Technologies” or the “Company”), a leading platform technology that unleashes the power of water from air, today announced that it has entered into a definitive securities purchase agreement with certain institutional investors for the purchase and sale of an aggregate of 3,658,536 shares of its common stock in a registered direct offering. The offering is expected to result in gross proceeds of approximately $15.0 million, before deducting placement agent fees and other offering expenses. The closing of the offering is expected to occur on or about June 1, 2026, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering for the commercialization of its AirJoule Core and AirJoule Prime systems and for general corporate purposes. Together with the Company’s existing cash on hand, the net proceeds from this offering are expected to fully fund the Company into 2028.

“This raise reflects the continued confidence of long-term institutional investors in AirJoule’s commercialization roadmap,” said Matt Jore, Chief Executive Officer of AirJoule Technologies. “We are positioned to deliver on our path from validated field performance to commercial deployment, and to capitalize on the substantial opportunities emerging across our target water and energy markets.”

Titan Partners, a division of American Capital Partners, is acting as the sole placement agent for the offering.

The offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-291527) previously filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2025, and declared effective by the SEC on November 21, 2025. The shares of common stock are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement and accompanying prospectus relating to, and describing the terms of, the offering will be filed with the SEC and will be available for free on the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and accompanying prospectus may also be obtained, when available, by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or other 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 other jurisdiction.

About AirJoule Technologies Corporation

AirJoule Technologies Corporation (NASDAQ: AIRJ) is a leading platform technology that unleashes the power of water from air. Through its joint venture with GE Vernova and in partnership with Carrier

Page 1 of NUMPAGES2

Global Corporation, the Company is freeing the world of its water and energy constraints by delivering groundbreaking sorption technologies.

Forward Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding AirJoule Technologies and its future financial and operational performance, as well as its strategy, future operations, estimated financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, including any oral statements made in connection therewith, the words “may,” “should,” “will,” “expect,” “might,” “plan,” “anticipate,” “could,” “intend,” “target,” “goal,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “positioned,” “seek,” “would” or “continue” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, AirJoule Technologies expressly disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements herein, to reflect events or circumstances after the date of this press release.

AirJoule Technologies cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond AirJoule Technologies’ control. These risks include, but are not limited to, our ability to implement business plans and forecasts, including the ability to develop, deploy and commercialize our technology and equipment, risks related to our arrangements with strategic partnerships and other third parties; the availability and cost of materials needed to develop, deploy and commercialize our technology and equipment, our status as an early stage company with limited operating history, and the other risks and uncertainties described in our SEC filings including the “Risk Factors” section of our most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. AirJoule Technologies’ SEC filings are available publicly on the SEC’s website at www.sec.gov, and readers are urged to carefully review and consider the various disclosures made in such filings.

Contacts

Investor Relations & Media:

Tom Divine, Vice President, Investor Relations and Finance

investors@airjouletech.com

Page 2 of NUMPAGES2

Source: View Original Filing on SEC EDGAR

FAQ

What did AirJoule Technologies (AIRJ) announce regarding its new stock offering?

AirJoule Technologies announced a registered direct offering of 3,658,536 common shares at $4.10 per share. The transaction is expected to generate approximately $15.0 million in gross proceeds and about $14.2 million in net proceeds to support commercialization and general corporate purposes.

How much cash will AirJoule Technologies (AIRJ) receive from the offering and how long will it last?

AirJoule expects approximately $14.2 million in net proceeds from the offering. Combined with existing cash, the company states this funding is expected to fully finance its operations into 2028 while it advances commercialization of its AirJoule Core and Prime systems.

What is the price and size of AirJoule Technologies’ (AIRJ) registered direct offering?

The offering covers 3,658,536 shares of common stock at $4.10 per share. This pricing results in anticipated gross proceeds of about $15.0 million before placement agent fees and other transaction-related expenses, with closing expected on or about June 1, 2026, subject to customary conditions.

How will AirJoule Technologies (AIRJ) use the proceeds from the new equity raise?

AirJoule plans to use the net proceeds to commercialize its AirJoule Core and AirJoule Prime systems and for general corporate purposes. Management also indicates that, together with existing cash, these funds are expected to fully support operations into 2028.

Which proposals did AirJoule Technologies (AIRJ) shareholders approve at the 2026 Annual Meeting?

Shareholders elected two Class II directors and ratified Deloitte & Touche LLP as auditor for 2026. Thomas E. Murphy and Denise B. Sterling each received over 42.1 million votes "For," and the auditor ratification proposal received about 52.36 million votes "For" with minimal opposition.

Who is acting as placement agent for AirJoule Technologies’ (AIRJ) offering?

Titan Partners Group LLC, a division of American Capital Partners, LLC, is serving as the sole placement agent. The offering is being conducted under an effective Form S-3 shelf registration, with the shares sold directly to institutional investors in a registered direct transaction.

AirJoule (NASDAQ: AIRJ) raises $15M to fund operations into 2028

Rhea-AI Filing Summary

Positive

Negative