STOCK TITAN

Australian Oilseeds (NASDAQ: COOT) moves to cancel 2026 financing warrants

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Australian Oilseeds Holdings Ltd (COOT) announces that it will cancel all warrants issued in two earlier private investment in public equity (PIPE) financings. Under a January 29, 2026 securities purchase agreement for up to 2,000,000 units at US$1.00 per unit, each unit included one Class A ordinary share and a warrant to purchase up to two shares at US$2.00 per share. A March 25, 2026 agreement covered up to 16,800,000 units at US$0.50 per unit, with each unit including a warrant to purchase up to two shares at US$0.70 per share.

On August 26, 2026, the board approved a Warrant Cancellation, Waiver and Release Agreement under which the company and each warrant holder will cancel all of these PIPE warrants, and holders will irrevocably waive and release all related claims. Once these agreements are executed with all holders, all PIPE warrants will be terminated.

Positive

  • All outstanding PIPE Warrants from the January and March 2026 private placements will be cancelled, removing a potential source of future share dilution and overhang on the capital structure.

Negative

  • None.
First PIPE units 2,000,000 units Private placement under First SPA at US$1.00 per unit dated January 29, 2026
First PIPE unit price US$1.00 per unit Purchase price for up to 2,000,000 units in the First SPA
First Tranche Warrant exercise price US$2.00 per share Exercise price for warrants to purchase up to two Ordinary Shares per unit
Second PIPE units 16,800,000 units Private placement under Second SPA at US$0.50 per unit dated March 25, 2026
Second PIPE unit price US$0.50 per unit Purchase price for up to 16,800,000 units in the Second SPA
Second Tranche Warrant exercise price US$0.70 per share Exercise price for warrants to purchase up to two Ordinary Shares per unit
Board approval date for cancellation August 26, 2026 Date the board approved the PIPE Warrant cancellation and related agreement
PIPE Warrants financial
"together with the First Tranche Warrants, the “PIPE Warrants”"
Pipe warrants are option-like securities issued together with a private investment in a publicly traded company that give the holder the right to buy a set number of shares at a fixed price for a limited time. They matter to investors because if holders exercise them the company receives new cash but the total number of shares increases, which can reduce each existing shareholder’s ownership and earnings per share and potentially pressure the stock price—like redeeming coupons that create more pieces of the same pie.
securities purchase agreement financial
"the Company entered into a securities purchase agreement (the “First SPA”)"
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.
accredited investors financial
"the Company entered into a securities purchase agreement ... with certain accredited investors"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
warrant to purchase financial
"each unit consisting of (i) one Ordinary Share and (ii) one warrant to purchase up to two"
A warrant to purchase is a tradable contract that gives its holder the right, but not the obligation, to buy a company’s shares at a fixed price before a set expiration date. Think of it like a coupon that lets you buy an item later at today’s price; for investors it offers a way to gain leveraged exposure to a stock’s upside while potentially reducing the value of existing shares if new stock is issued when warrants are exercised.
Warrant Cancellation, Waiver And Release Agreement financial
"including the form of the Warrant Cancellation, Waiver And Release Agreement"

FAQ

What did Australian Oilseeds Holdings (COOT) announce regarding its PIPE warrants?

Australian Oilseeds Holdings approved agreements with all holders to cancel all PIPE Warrants issued in January and March 2026 private placements. Holders will surrender the warrants and waive and release all related rights and claims.

What were the terms of the first Australian Oilseeds (COOT) PIPE financing?

The first PIPE involved up to 2,000,000 units at US$1.00 per unit, each unit containing one Class A ordinary share and a warrant to purchase up to two shares at an exercise price of US$2.00 per share.

What were the terms of the second Australian Oilseeds (COOT) PIPE financing?

The second PIPE covered up to 16,800,000 units at US$0.50 per unit, each unit including one ordinary share and a warrant to purchase up to two shares at an exercise price of US$0.70 per share.

When did Australian Oilseeds (COOT) approve the PIPE warrant cancellation?

The board of directors approved the cancellation of all PIPE Warrants and the related Warrant Cancellation, Waiver and Release Agreement on August 26, 2026.

What rights are PIPE warrant holders of COOT giving up?

Each holder will voluntarily surrender the PIPE Warrants for cancellation and will irrevocably and unconditionally waive and release all claims and rights relating to those warrants under the Warrant Cancellation, Waiver and Release Agreement.

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

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Learn about SEC filing dates

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2026

 

Commission File Number: 001-41986

 

AUSTRALIAN OILSEEDS HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

 

Cayman Islands

(Jurisdiction of incorporation or organization)

 

126 – 142 Cowcumbla Street, Cootamundra

Site 2: 52 Fuller Drive, Cootamundra

PO Box 263, Cootamundra, Australia 2590

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒        Form 40-F ☐

 

 

 

 

 

Cancellation of Warrants

 

As previously disclosed by the Company in its Current Report on Form 6-K furnished to the SEC on March 6, 2026, on January 29, 2026, the Company entered into a securities purchase agreement (the “First SPA”) with certain accredited investors for a private placement of up to 2,000,000 units at a purchase price of US$1.00 per unit, each unit consisting of (i) one Class A ordinary share of the Company, par value US$0.0001 per share (the “Ordinary Shares”), and (ii) one warrant to purchase up to two Ordinary Shares at an exercise price of US$2.00 per share (the “First Tranche Warrants”), which closed on March 6, 2026.

 

As also previously disclosed by the Company in its Current Report on Form 6-K furnished to the SEC on April 17, 2026, on March 25, 2026, the Company entered into a securities purchase agreement (the “Second SPA”, and together with the First SPA, the “SPAs”) with certain accredited investors, non-US Persons and other qualified purchasers for a private placement of up to 16,800,000 units at a purchase price of US$0.50 per unit, each unit consisting of (i) one Ordinary Share and (ii) one warrant to purchase up to two Ordinary Shares at an exercise price of US$0.70 per share (the “Second Tranche Warrants”, and together with the First Tranche Warrants, the “PIPE Warrants”), which closed on April 17, 2026.

 

Further to discussions between the Company and each of the holders of the PIPE Warrants (each, a “Holder”, and collectively, “Holders”), the Company and the Holders desire to cancel and terminate the PIPE Warrants in their entirety, and the Holders are willing to voluntarily surrender the PIPE Warrants for cancellation and to waive and release all of their rights thereunder. On August 26, 2026, the Board of Directors of the Company held a board meeting and approved of the cancellation of the PIPE Warrants, including the form of the Warrant Cancellation, Waiver And Release Agreement (“Warrant Cancellation Agreement”). Under the form of Warrant Cancellation Agreement, the Company and each of the Holders will agree to cancel the PIPE Warrants held by each such Holder, and each of the Holders will irrevocably and unconditionally waive and release all claims relating to such PIPE Warrants. The form of Warrant Cancellation Agreement also contains customary representations and warranties of both the Holder and the Company.

 

The Company will enter into the Warrant Cancellation Agreement with each of the Holders. Upon the cancellation of the PIPE Warrants pursuant to the Warrant Cancellation Agreement, all of the PIPE Warrants will be cancelled.

 

The foregoing description of the form of Warrant Cancellation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Warrant Cancellation Agreement, a copy of which is furnished as Exhibit 10.1 to this Report on Form 6-K and is incorporated herein by reference.

 

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EXHIBIT INDEX

 

Exhibit No.   Description
10.1   Form of Warrant Cancellation Agreement

 

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SIGNATURES

 

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

 

  AUSTRALIAN OILSEEDS HOLDINGS LIMITED
     
Date: August 28, 2026 By: /s/ Saw Khoon Ming
  Name:  Saw Khoon Ming
  Title: Co-Chief Executive Officer

 

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Filing Exhibits & Attachments

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