Smart Powerr (NASDAQ: CREG) prices $2 million registered direct stock sale
Rhea-AI Filing Summary
Smart Powerr Corp. entered into a securities purchase agreement for a registered direct offering of 4,500,000 shares of common stock at $0.45 per share, generating approximately $2 million in gross proceeds. The offering closed on May 20, 2026, and the company plans to use the net proceeds for working capital and general corporate purposes.
The deal was conducted under an effective Form S-3 shelf registration, with Univest Securities, LLC acting as exclusive placement agent for an 8% cash fee and up to $30,000 of reimbursed expenses. Purchasers have an option, exercisable within 30 days of the initial closing, to buy an additional 4,500,000 shares. For 30 days after closing, the company agreed not to issue most new equity or file additional registration statements (with limited exceptions), and for 60 days it agreed not to enter variable rate equity transactions.
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Insights
Smart Powerr raises about $2 million via a small discounted equity sale.
Smart Powerr Corp. completed a registered direct offering of 4,500,000 common shares at $0.45 per share, for roughly $2 million in gross proceeds. The transaction uses an already-effective Form S-3 shelf and closes quickly, suggesting a targeted liquidity raise rather than a broad marketing effort.
Univest Securities, LLC earns an 8% cash fee plus up to $30,000 in expenses, which is a typical cost structure for a micro-cap financing. Purchasers also hold an option to buy another 4,500,000 shares within 30 days, which, if exercised, would further extend the equity raise.
Short lock-up style restrictions limit most new equity issuance for 30 days and variable rate structures for 60 days, temporarily capping near-term financing flexibility outside this deal. Future disclosures in company filings may clarify how quickly the new capital is deployed into working capital and the evolving energy storage strategy described in the company overview.
8-K Event Classification
Key Figures
Key Terms
registered direct offering financial
shelf registration statement regulatory
variable rate transaction financial
Build-Operate-Transfer ("BOT") financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On May 19, 2026, Smart Powerr Corp., a Nevada corporation (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors named thereto (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”) of an aggregate of 4,500,000 shares of common stock (the “Common Stock”) of the Company, par value $0.001 per share (the “Shares”), at a purchase price of $0.45 per share.
The Offering closed on May 20, 2026. The Company received approximately $2 million in gross proceeds from the Offering, before deducting placement agent fees and estimated offering expenses. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Company and the Purchasers have mutually agreed to additional closings on or before the 30th calendar day anniversary of the initial closing date, if the Purchasers exercise their option to purchase additional 4,500,000 shares of Common Stock by delivery of one or more written notices.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions.
In addition, the Company agreed that for a period of thirty (30) days from the closing date of the Offering, it will not: (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or equivalent securities; or (ii) file any registration statement or amendment or supplement thereto (other than the Prospectus Supplement, the filing of any amendment or supplement to an existing registration statement for an “at the market” offering with the Placement Agent as sales agent, or on Form S-8 or in connection with any employee benefit plan). In addition, the Company agreed that it will not conduct any sales of Common Stock or equivalent securities involving a variable rate transaction (as defined in the Purchase Agreement) for a period of sixty (60) days from the closing date of the Offering, subject to certain exceptions as described in the Purchase Agreement.
The Shares were offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-281639) (the “Registration Statement”), previously filed and declared effective by the Securities and Exchange Commission (the “Commission”) on August 27, 2024, the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated May 19, 2026 (the “Prospectus Supplement”).
On May 19, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Univest Securities, LLC (“Univest” or the “Placement Agent”), pursuant to which the Company engaged Univest as the exclusive placement agent in connection with the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Shares. In addition, under the Placement Agency Agreement the Company agreed to pay the Placement Agent a cash fee in cash equal to eight percent (8%) of the aggregate gross proceeds raised from the sale. The Company also agreed to reimburse the Placement Agent at closing for all reasonable travel and other out-of-pocket expenses incurred by them in connection with the Offering in an amount not to exceed $30,000.
The Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions.
The foregoing summaries of the Placement Agency Agreement and the Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents filed as Exhibits 1.1 and 10.1, respectively, hereto and incorporated by reference herein.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
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Item 8.01 Other Events.
On May 19, 2026, the Company issued a press release related to the Offering entitled “Smart Powerr Corp. Announces $2 Million Registered Direct Offering”, which press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 8.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
This report is incorporated by reference into the registration statements on Form S-3 (File No. 333-281639) of the Company, filed with the Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
Forward Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of federal and state securities laws. Such statements can be identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning and include, but are not limited to, statements regarding our future business and financial performance and prospects, including our expectations regarding the transactions described in this Current Report on Form 8-K. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results included in such forward-looking statements. Investors are cautioned not to place undue reliance on the forward-looking statements in this Current Report on Form 8-K, which information set forth herein speaks only as of the date hereof. The Company does not undertake, and it expressly disclaims, any intention or obligation to update any forward-looking statements made in this Current Report on Form 8-K, whether as a result of new information, future events or otherwise, except as required by law. A list and description of risks, uncertainties and other factors that could cause or contribute to differences in the Company’s results can be found in its filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent filings. The Company qualifies all of its forward-looking statements by these cautionary statements.
Item 9.01 Financial Statements and Exhibits.
Exhibit Index
| Exhibit No. | Description | |
| 1.1 | Placement Agency Agreement, dated May 19, 2026, by and between the Company and Univest Securities, LLC | |
| 5.1 | Opinion of McLaughlin & Stern, LLP | |
| 10.1 | Form of Securities Purchase Agreement | |
| 23.1 | Consent of McLaughlin & Stern, LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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 thereunto duly authorized.
| SMART POWERR CORP. | ||
| Date: May 22, 2026 | By: | /s/ Yongjiang (Jackie) Shi |
| Yongjiang (Jackie) Shi | ||
| Chief Financial Officer | ||
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Exhibit 99.1
Smart Powerr Corp. Announces $2 Million Registered Direct Offering
XI’AN, China, May 19, 2026 (GLOBE NEWSWIRE) -- Smart Powerr Corp. (NASDAQ:CREG) (the “Company”), today announced that it has entered into a definitive agreement with certain investors for the purchase and sale of an aggregate of approximately $2 million of the Company’s Common Stock, par value $0.001 per share (the “Shares”) at a purchase price of $0.45 per share in a registered direct offering (the “Offering”).
The aggregate gross proceeds to the Company of this offering are expected to be approximately $2 million. The transaction is expected to close on or about May 20, 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 S-3 (File No. 333-281639) previously filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) and became effective by on August 27, 2024. 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 Smart Powerr Corp.
Smart Powerr Corp. is based in Xi’an, China and was once a pioneer in waste energy recycling and a developer of energy efficiency solutions for various energy intensive industries in China. We use Build-Operate-Transfer (“BOT”) model to provide energy saving and recovery facilities for multiple energy intensive industries in China. Our waste energy recycling projects allow customers which use substantial amounts of electricity to recapture previously wasted pressure, heat, and gas from their manufacturing processes to generate electricity. The Company is in the process of transforming and expanding into an energy storage integrated solution provider business. We plan to pursue disciplined and targeted expansion strategies for market areas we currently do not serve. The Company actively seeks and explores opportunities to apply energy storage technologies to new industries or segments with high growth potential, including industrial and commercial complexes, large scale photovoltaic (PV) and wind power stations, remote islands without electricity, and smart energy cities with multi-energy supplies.
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.
Smart
Powerr Corp.
Adeline Gu
+86-29-8765-1097
4/F, Tower C
Rong Cheng Yun Gu Building, Keji 3rd Road, Yanta District
Xi’an City, Shaanxi Province, China