Earlyworks SEC Filings

Earlyworks Co., Ltd. has filed a Form F-1 to register the resale of up to 6,943,848 American Depositary Shares (ADSs), each representing five ordinary shares, issued or issuable from 2025 private placement warrants. In total, these ADSs correspond to 34,719,240 ordinary shares that selling shareholders may sell over time on Nasdaq or in private transactions.

The company will not receive proceeds from any resale of these ADSs, but could receive up to $9,543,366.08 if all prefunded, ordinary, and placement agent warrants are exercised for cash. It plans to use any such warrant exercise proceeds for acquiring a target company, working capital, and general corporate purposes.

Earlyworks is a Japan-based blockchain technology company whose revenue grew to approximately JPY440.4 million (US$3.1 million) in the fiscal year ended April 30, 2025, though it recorded a net loss of about JPY256.7 million (US$1.8 million). The ADSs trade on the Nasdaq Capital Market under the symbol “ELWS,” and the company highlights risks including potential share price volatility, dilution from additional issuances, and its history of losses.

Earlyworks Co., Ltd. reported the results of an extraordinary shareholder meeting and a new capital raise linked to its October private placement. Shareholders rejected two share-issuance proposals (items 1 and 2) that were intended to acquire 100% of PrimeDelta Corp., but approved warrant-related items, two director elections, and amendments to the Articles of Incorporation. Turnout was 9,654,045 votes, about 64.03% of exercisable votes as of August 15, 2025.

The company also completed a second closing of its October Offering, issuing pre-funded warrants to purchase up to 1,000,000 ADSs at an exercise price of $0.0005 per ADS and ordinary warrants to purchase up to 1,000,000 ADSs at $2.72 per ADS, for an aggregate purchase price of $2,080,000. Placement agent representatives received warrants to purchase up to 40,000 ADSs at $2.08 per ADS and an 8% cash fee on the gross proceeds of the second closing. Jason D. Sawyer and Michael Hilmer were appointed independent directors, effective November 15, 2025.

Earlyworks Co., Ltd. (ELWS) regained compliance with Nasdaq Listing Rule 5550(b)(1), which requires stockholders’ equity of at least $2.5 million. Nasdaq confirmed the company is now in full compliance with all criteria for continued listing on the Nasdaq Capital Market.

The company will be under a Mandatory Panel Monitor until November 11, 2026. If it falls out of compliance with the equity requirement during this period, the Staff would issue a Delist Determination Letter without a cure period; the company could request a new hearing with the Nasdaq Hearings Panel.

Earlyworks Co., Ltd. (ELWS)Kiyomitsu Takayama resigned effective November 1, 2025. The company states Mr. Takayama cited personal reasons and indicated the decision was not due to any disagreement with the company’s operations, policies, or practices.

The report was signed by Satoshi Kobayashi, Chief Executive Officer, Interim Chief Financial Officer and Representative Director, confirming the leadership team’s acknowledgment of the change in board composition.

Earlyworks Co., Ltd. (ELWS) announced an extraordinary general meeting of shareholders to be held in Tokyo on November 14, 2025. The company has sent notices and voting instructions to holders of its ordinary shares and American Depositary Shares, with the meeting materials furnished as Exhibit 99.1 (notice) and Exhibit 99.2 (proxy card).

The agenda does not seek approval for the acquisition of PrimeDelta Corp. Instead, it asks shareholders to authorize potential share issuances that may be used in connection with a possible future acquisition, subject to the completion of due diligence on PrimeDelta Corp. and execution of a definitive agreement. This approach preserves flexibility while making clear that any acquisition decision remains contingent on these conditions.

Earlyworks Co., Ltd. (ELWS) completed a private placement on October 15, 2025, selling pre-funded warrants and ordinary warrants covering up to 2,403,847 ADSs each. The pre-funded warrants are exercisable at $0.0005 per ADS, and the ordinary warrants are exercisable at $2.72 per ADS, matching the closing price. Units priced at $2.08 produced a total purchase price of $5,000,001.76.

The company received ~$4.33 million in net proceeds and plans to use the funds for offering expenses and to acquire 100% of Prime Delta Corp. Investors also obtained rights to a subsequent closing of up to $2,080,000 of ADSs at $2.08 and warrants for up to 1,000,000 ADSs at $2.72, subject to Japanese law. A placement agent received an 8% cash fee and a warrant for 96,154 ADSs at $2.08.

Registration rights require a resale filing within 21 days of the closing and effectiveness by stated deadlines, with 1% monthly liquidated damages for delays. The company will hold a shareholders meeting by November 14, 2025 to elect two investor-designated directors and approve the acquisition. Following this financing, the company believes stockholders’ equity exceeds $2.5 million and will notify Nasdaq for a compliance determination.

Earlyworks Co., Ltd. reported fiscal information showing limited cash and working capital relative to operating scale, patent and trademark registrations in Japan, concentrated customer revenue, ongoing litigation with restricted bank funds, and active efforts to restore Nasdaq compliance.

The company held JPY 104,379,373 (USD 731,819) in unrestricted cash and working capital of JPY 60,722,959 (USD 425,737) as of April 30, 2025. Reported operating revenues include items of JPY 22,435,120 and JPY 65,011,839 in the statements. Two clients accounted for 50.7% and 35.7% of revenue in the year ended April 30, 2025, indicating high customer concentration. The company recognized government grants (JPY 21,255,000) and recorded various registered patents and trademarks with Japanese authorities. The company received a Nasdaq hearing Panel exception through September 19, 2025 to regain compliance with the $2.5 million stockholders’ equity rule and is pursuing a proposed third-party allotment of USD 2.5–4.0 million; a related-party loan of JPY 17,000,000 from Satoshi Kobayashi matures September 30, 2025. A provisional garnishment restricted JPY 31,486,253 due to a lawsuit; the company cannot predict the ultimate litigation outcome.