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K Wave Media (NASDAQ: KWM) says ATM offering filing was in error

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

K Wave Media Ltd. reports that a previously filed prospectus supplement describing an at-the-market offering of up to $5,058,329 of its ordinary shares was filed in error. No Equity Distribution Agreement has been executed with D. Boral Capital LLC.

The at-the-market offering described in that prospectus supplement is not proceeding, and no sales of ordinary shares have been or will be made under it. The company plans to file an additional supplement to formally terminate the offering and states that the prospectus supplement should be disregarded and not relied upon.

Positive

  • None.

Negative

  • None.
ATM offering size $5,058,329 Maximum amount of ordinary shares described in the erroneous prospectus supplement
Par value per ordinary share $0.0001 per share Par value of K Wave Media Ltd. ordinary shares referenced in the filing
Prospectus supplement filing date August 3, 2026 Date on which the prospectus supplement was filed before being identified as erroneous
Form 6-K signature date August 4, 2026 Date on which the Form 6-K was signed by the Chief Executive Officer
at-the-market offering financial
"relating to an at-the-market offering of up to $5,058,329 of the Company’s ordinary shares"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
Prospectus Supplement regulatory
"The Company hereby announces that the Prospectus Supplement was filed in error"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Equity Distribution Agreement financial
"no Equity Distribution Agreement has been entered into by the Company and D. Boral Capital LLC"
An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.
forward-looking statements regulatory
"This report on Form 6-K contains 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.
incorporated by reference regulatory
"shall be deemed to be incorporated by reference in the Registration Statement on Form F-3"

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

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FAQ

What did K Wave Media (KWM) disclose about its prospectus supplement?

K Wave Media disclosed that a prospectus supplement describing an at-the-market offering of up to $5,058,329 in ordinary shares was filed in error. The company states this document should be disregarded and investors should not rely on the information contained in it.

Is K Wave Media’s (KWM) at-the-market offering moving forward?

No. K Wave Media states that the at-the-market offering is not proceeding. The company further explains that no offering of ordinary shares under the prospectus supplement is authorized or being conducted unless and until a further prospectus supplement or public announcement is made.

Did K Wave Media (KWM) sell any shares under the erroneous prospectus supplement?

K Wave Media confirms that no sales of ordinary shares have been or will be made under the prospectus supplement or any related sales agreement. The filing clarifies that the at-the-market offering described in that document will not result in any share issuances.

What future action does K Wave Media (KWM) plan regarding the mistaken offering?

K Wave Media intends to file a supplement to the Prospectus Supplement to formally terminate the at-the-market offering described in it. Until such a further filing or public announcement occurs, no offering of ordinary shares under that prospectus supplement is authorized.

Does this K Wave Media (KWM) Form 6-K constitute an offer to sell securities?

No. The company states this Form 6-K does not constitute an offer to sell or a solicitation to buy any securities, and it cannot be used to effect any sale where such activities would be unlawful under applicable securities laws.

How is this K Wave Media (KWM) Form 6-K used in its existing registration statement?

The Form 6-K will be incorporated by reference into K Wave Media’s Registration Statement on Form F-3 (File No. 333-297167). It becomes part of that registration statement from the date furnished, unless later filings or reports supersede it.

 

 

 

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: 001-42648

 

 

 

K WAVE MEDIA LTD.

 

 

 

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

(703) 790-0717

(Address of Principal Executive Offices)

 

 

 

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

 

Form 20-F ☒          Form 40-F ☐

 

 

 

 

 

 

Erroneous Filing of Prospectus Supplement

 

K Wave Media Ltd. (the “Company”) hereby informs shareholders and the investing public that on August 3, 2026, a prospectus supplement (the “Prospectus Supplement”) was filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, relating to an at-the-market offering of up to $5,058,329 of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), pursuant the Company’s registration statement on Form F-3 (File No. 333-297167).

 

The Company hereby announces that the Prospectus Supplement was filed in error, and no Equity Distribution Agreement has been entered into by the Company and D. Boral Capital LLC at this time. The at-the-market offering described in the Prospectus Supplement is not proceeding, and no sales of Ordinary Shares have been or will be made pursuant to the Prospectus Supplement or the Sales Agreement. The Prospectus Supplement should be disregarded in its entirety, and investors should not rely on the information contained therein for any purpose.

 

The Company intends to file a supplement to the Prospectus Supplement to formally terminate the offering described therein. Until such time as the Company files a further prospectus supplement or makes a further public announcement regarding any at-the-market offering, no offering of Ordinary Shares under the Prospectus Supplement is authorized or being conducted.

 

Cautionary Note

 

This report on Form 6-K does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful.

 

Forward-Looking Statements

 

This report on Form 6-K contains 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. These statements include, but are not limited to, statements regarding the Company’s intention to file a supplement to the Prospectus Supplement and the status of the offering described therein. These forward-looking statements are based on current expectations and are subject to risks, uncertainties and assumptions. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Incorporation by Reference

 

This report on Form 6-K shall be deemed to be incorporated by reference in the Registration Statement on Form F-3 (File No. 333-297167) of K Wave Media Ltd. and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

 

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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, thereunto duly authorized.

 

  K Wave Media Ltd.
   
Date: August 4, 2026 By: /s/ Ted Kim
  Name: Ted Kim
  Title: Chief Executive Officer

 

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