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Elong Power (NASDAQ: ELPW) reprices May warrants after July unit sale

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Elong Power Holding Limited describes how anti-dilution terms on its May 2026 warrants were triggered by a later equity sale. In May, the company sold 1,631,250 units at US$1.30 per unit and 2,984,250 pre-funded units at US$1.299, each unit including one warrant (May Common Warrant).

There are 4,115,500 May Common Warrants outstanding. These initially had a US$1.30 per share exercise price and include price-reset and anti-dilution features tied to Subsequent Equity Sales. A July 13, 2026 unit and pre-funded unit offering at about US$0.40 per unit constituted such a sale, reducing the May warrant exercise price to US$0.2333 per share, equal to the lowest VWAP in the defined adjustment period.

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May Offering units 1,631,250 units Units sold at US$1.30 per unit in the May 18, 2026 offering
May pre-funded units 2,984,250 pre-funded units Pre-funded units sold at US$1.299 in the May 18, 2026 offering
May Common Warrants outstanding 4,115,500 warrants Number of May 2026 Common Warrants outstanding as of this report
Initial May Warrant exercise price US$1.30 per share Original exercise price of the May 2026 Common Warrants
Adjusted May Warrant exercise price US$0.2333 per share New exercise price after the July 13, 2026 Subsequent Equity Sale
July Offering units 7,975,000 units Units sold at US$0.40 per unit in the July 13, 2026 offering
July pre-funded units 8,525,000 pre-funded units Pre-funded units sold at US$0.399 in the July 13, 2026 offering
pre-funded warrant financial
"one pre-funded warrant to purchase one Class A Ordinary Share"
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
anti-dilution provisions financial
"have an initial exercise price of US$1.30 per share and contain certain downward adjustment mechanism and anti-dilution provisions"
Anti-dilution provisions are contract terms that protect an investor’s percentage ownership when a company issues new shares at a lower price than the investor originally paid. They work like an automatic recalculation of split pieces when a pie gets cut into more slices, preserving the investor’s relative stake and reducing unexpected losses of ownership and voting power, which matters because it affects potential control, future returns, and valuation of an investment.
Subsequent Equity Sale financial
"any Class A ordinary shares or securities convertible or exercisable into Class A ordinary shares, excerpt for certain exempt issuances (each a Subsequent Equity Sale)"
VWAP financial
"the lowest VWAP during the period commencing five consecutive trading days"
VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.
variable rate transaction financial
"if the Company enters into a variable rate transaction, the exercise price of the May 2026 Common Warrant"
New Issuance Adjustment Period financial
"such period, the New Issuance Adjustment Period"

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FAQ

What change did Elong Power (ELPW) report for its May 2026 warrants?

Elong Power reset the exercise price on its 4,115,500 May Common Warrants from US$1.30 per share to US$0.2333 per share. The adjustment was triggered by anti-dilution provisions following a lower-priced equity offering completed on July 13, 2026.

What was included in Elong Power (ELPW)'s May 2026 offering?

The May offering comprised 1,631,250 units at US$1.30 per unit and 2,984,250 pre-funded units at US$1.299 per unit. Each unit or pre-funded unit included exposure to one Class A ordinary share and one May Common Warrant.

What were the key terms of Elong Power (ELPW)'s July 2026 offering?

On July 13, 2026, Elong Power sold 7,975,000 units at US$0.40 per unit and 8,525,000 pre-funded units at US$0.399. Each unit and pre-funded unit included one Class A ordinary share or pre-funded warrant plus one warrant to purchase a Class A ordinary share.

Why did Elong Power (ELPW)'s July offering trigger a warrant price adjustment?

The July offering qualified as a Subsequent Equity Sale under the May warrants because it was priced below the then-current exercise price. Under the anti-dilution terms, this required resetting the May warrant exercise price based on the lowest VWAP in a specified period.

How was the new Elong Power (ELPW) warrant exercise price of US$0.2333 determined?

The new exercise price of US$0.2333 per share equals the lowest VWAP during the New Issuance Adjustment Period. That period covers five trading days before and five trading days after the dilutive July equity transaction, as defined in the warrant terms.

What anti-dilution protections exist on Elong Power (ELPW)'s May warrants?

The May 2026 Common Warrants include downward adjustment and anti-dilution provisions. If Elong Power conducts certain lower-priced equity sales or variable rate transactions, the warrant exercise price resets to formulas tied to the new issue price or lowest VWAP.

 

 

 

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of July 2026

 

Commission File Number 001-42416

 

ELONG POWER HOLDING LIMITED

(Translation of registrant’s name into English)

 

3 Yan Jing Li Zhong Jie

Jiatai International Plaza

Block B, Room 2110

Beijing, China 100025

(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 ☐

 

 

 

 

 

 

As previously disclosed, on May 18, 2026, Elong Power Holding Limited (the “Company”) completed an offering (the “May Offering”) of 1,631,250 units, each consisting of one Class A ordinary share, par value of US$0.0128 per share (each a “Class A Ordinary Share”), and with one warrant (each a “May Common Warrant”), each to purchase up to one Class A Ordinary Share, at an offering price of US$1.30 per unit; and 2,984,250 pre-funded units, with each pre-funded unit consisting of (i) one pre-funded warrant to purchase one Class A Ordinary Share and (ii) one May Common Warrant, at an offering price of US$1.299 per pre-funded unit. A description of the May Offering has been included in a Report on Form 6-K filed with the Securities Exchange Commission (the “SEC”) on May 19, 2026. As of the date of this report, there are 4,115,500 May Common Warrants outstanding.

 

The May 2026 Common Warrants have an initial exercise price of US$1.30 per share and contain certain downward adjustment mechanism and anti-dilution provisions. If at any time while the May 2026 Common Warrants are outstanding, the Company sell, enters into an agreement to sell, or grants any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Class A ordinary shares or securities convertible or exercisable into Class A ordinary shares, excerpt for certain exempt issuances (each a “Subsequent Equity Sale”) for a per share price less than the then effective exercise price of the May 2026 Common Warrant in effect immediately prior to such Subsequent Equity Sale (such lower price, the “Base Share Price”), the exercise price of the Common Warrant shall be reduced to the lower of (1) the Base Share Price and (2) the lowest VWAP during the period commencing five consecutive trading days immediately preceding and ending on the fifth trading day immediately following the consummation of such Dilutive Issuance (as applicable, the “New Issuance Price” and such period, the “New Issuance Adjustment Period”), effective as of the close of trading on the last trading day of the New Issuance Adjustment Period. Notwithstanding the foregoing, if the Company enters into a variable rate transaction, the exercise price of the May 2026 Common Warrant shall be reduced to the lowest possible price, conversion price or exercise price at which such securities may be issued, converted or exercised.

 

On July 13, 2026, the Company completed another offering (the “July Offering”) of 7,975,000 units, each consisting of one Class A Ordinary Share and with one warrant, each to purchase up to one Class A Ordinary Share, at an offering price of US$0.40 per unit; and 8,525,000 pre-funded units, with each pre-funded unit consisting of (i) one pre-funded warrant to purchase one Class A Ordinary Share and (ii) one warrant, each to purchase up to one Class A Ordinary Share, at an offering price of US$0.399 per pre-funded unit. A description of the July Offering has been included in a Report on Form 6-K filed with the SEC on July 13, 2026.

 

The July Offering constitutes a Subsequent Equity Sale under the May Common Warrants. As a result, the exercise price of each May Common Warrant was adjusted to US$0.2333 per share, which is the lowest VWAP during the New Issuance Adjustment Period.

 

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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.

 

Date: July 21, 2026 Elong Power Holding Limited
     
  By:  /s/ Xiaodan Liu
    Xiaodan Liu
    Chief Executive Officer

 

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