K Wave Media raises $1.0M in share sale

KWM raised about $1.0 million in a registered direct share offering under its Form F-3 shelf, primarily for general corporate purposes.

Rhea-AI Filing Summary

K Wave Media Ltd. (now Nexus Advanced Technologies Inc., KWM) completed a registered direct offering of 526,314 ordinary shares at $1.90 per share, generating approximately $1,000,000 in gross proceeds. The offering, conducted under an effective Form F-3 shelf registration, closed on August 20, 2026.

D. Boral Capital LLC acted as the exclusive placement agent and will receive a 7.0% cash fee on aggregate gross proceeds, plus up to $75,000 in reimbursed expenses. The company plans to use the net proceeds for general corporate purposes, including working capital, potential acquisitions of business targets, and general and administrative expenses. The company also granted customary indemnification and contribution rights to the placement agent and incorporated this report by reference into its Form F-3 registration statement.

Key Figures

Shares Offered: 526,314 ordinary shares Offering Price: $1.90 per ordinary share Gross Proceeds: Approximately $1,000,000 +5 more

8 metrics

Shares Offered 526,314 ordinary shares Registered direct offering to institutional investors

Offering Price $1.90 per ordinary share Purchase price in registered direct offering

Gross Proceeds Approximately $1,000,000 Total before placement fees and offering expenses

Placement Agent Fee 7.0% of aggregate gross proceeds Cash fee payable to D. Boral Capital LLC

Expense Reimbursement Cap $75,000 Maximum reimbursement of specified expenses to placement agent

Form F-3 File Number 333-297167 Shelf registration statement used for the offering

Shelf Effectiveness Date July 9, 2026 Date Form F-3 was declared effective by the SEC

Offering Closing Date August 20, 2026 Closing date of the registered direct offering

Key Terms

registered direct offering, shelf registration statement, Form F-3, placement agent, +1 more

5 terms

registered direct offering financial

"D. Boral agreed to act as the exclusive placement agent in connection with this registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

shelf registration statement regulatory

"pursuant to a “shelf” registration statement on Form F-3 (File No. 333-297167)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form F-3 regulatory

"pursuant to a registration statement on Form F-3 (File No. 333-297167)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

placement agent financial

"D. Boral Capital LLC is acting as the exclusive placement agent for the offering"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

forward-looking statements regulatory

"This report 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.

Offering Details

shelf

Offering

Offering Type shelf

Use of Proceeds General corporate purposes, which may include working capital, acquisitions of potential business targets, and general and administrative expenses.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What capital did KWM (K Wave Media Ltd.) raise in the August 2026 offering?

KWM raised approximately $1,000,000 in gross proceeds by selling 526,314 ordinary shares at $1.90 per share in a registered direct offering that closed on August 20, 2026.

How many shares did KWM (KWM) issue and at what price in the registered direct offering?

KWM issued 526,314 ordinary shares at a purchase price of $1.90 per share in the registered direct offering to certain institutional investors.

What does KWM plan to do with the proceeds from this $1.0 million offering?

KWM intends to use the net proceeds for general corporate purposes, which may include working capital, acquisitions of potential business targets, and general and administrative expenses.

Which registration statement did KWM use for this August 2026 offering?

The ordinary shares were offered under KWM’s Form F-3 shelf registration statement (File No. 333-297167), which was declared effective by the SEC on July 9, 2026.

What compensation does the placement agent receive in KWM’s August 2026 offering?

D. Boral Capital LLC, the exclusive placement agent, is entitled to a 7.0% cash fee on aggregate gross proceeds and reimbursement of certain expenses, including legal fees, up to $75,000 (excluding specified third-party expenses).

Who acted as placement agent for KWM (KWM) in the registered direct offering?

D. Boral Capital LLC acted as the exclusive placement agent for KWM’s registered direct offering of 526,314 ordinary shares for approximately $1,000,000 in gross proceeds.

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

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Available on EDGAR 09/11/2026 - 02:19 PM Accepted by SEC EDGAR 09/11/2026 - 02:19 PM 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 September 2026

Commission File Number: 001-42648

Nexus Advanced Technologies Inc.

(formerly 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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On August 19, 2026, Nexus Advanced Technologies Inc. (formerly K Wave Media LTD, hereafter the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”) with D. Boral Capital LLC (“D. Boral” or the “Placement Agent”), relating to the sale of 526,314 of the Company’s ordinary shares, par value $0.003 per share (the “Ordinary Shares”), directly to certain institutional investors at a price of $1.90 per Ordinary Share. D. Boral agreed to act as the exclusive placement agent in connection with this registered direct offering (the “Registered Direct Offering”).

The Registered Direct Offering closed on August 20, 2026. The Company received gross proceeds of approximately $1,000,000 from the Registered Direct Offering, before deducting placement agent fees and estimated offering expenses. The Company intends to use the net proceeds from the Registered Direct Offering for general corporate purposes, which may include, but are not limited to, working capital, acquisitions of potential business targets and general and administrative expenses. The Ordinary Shares were offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-297167) (the “Registration Statement”), previously filed and declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on July 9, 2026, the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated August 20, 2026 (the “Prospectus Supplement”).

Under the Placement Agency Agreement, the Company agreed to pay the Placement Agent a placement agent fee in cash equal to seven percent (7.0%) of the aggregate gross proceeds raised from the sale of the Ordinary Shares. The Company also agreed to reimburse the Placement Agent for certain specified expenses, including the fees and disbursements of its legal counsel, in an amount not to exceed $75,000 (excluding reimbursable fees and expenses of third-party providers). The Company also agreed to provide indemnification and contribution to the Placement Agent with respect to certain liabilities, including liabilities arising out of or in connection with the transactions contemplated by the Placement Agency Agreement.

The foregoing summaries of the Placement Agency Agreement and the Securities Purchase Agreement do not purport to be complete and are subject to, and qualified in its entirety by, such documents filed as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein. A copy of the press release related to the Registered Direct Offering entitled “K Wave Media LTD Announces Pricing of Registered Direct Offering” is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

Copies of the opinions of Maples and Calder (Cayman) LLP and Duane Morris LLP relating to the legality of the issuance and sale of the Ordinary Shares are filed as Exhibits 5.1 and 5.2 hereto, respectively.

This Report shall not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This report 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, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this report are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations, and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include the risks and uncertainties described in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the Commission, and the Company’s other filings with the Commission. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

1

Incorporation by Reference

This Report is incorporated by reference into the registration statement on Form F-3 (File No. 333-297167) of the Company, filed with the Commission, and any amendments thereto, and any other registration statements filed by the Company 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.

Exhibit Index

Exhibit No.		Description
5.1		Opinion of Maples and Calder (Cayman) LLP
5.2		Opinion of Duane Morris LLP
10.1		Form of Placement Agency Agreement by and between the Company and D. Boral Capital LLC
10.2		Form of Securities Purchase Agreement by and between the Company and the purchasers thereto
23.1		Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.1)
23.2		Consent of Duane Morris LLP (included in Exhibit 5.2)
99.1		Press Release on Pricing of the Company’s Registered Direct Offering

2

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.

	Nexus Advanced Technologies Inc.
Date: September 11, 2026	By:	/s/ Ted Kim
	Name:	Ted Kim
	Title:	Chief Executive Officer

3

Exhibit 99.1

K Wave Media Ltd. Announces Pricing of $1.0 Million Registered Direct Offering

NEW YORK, August 19, 2026 — K Wave Media Ltd. (Nasdaq: KWM) (“K Wave Media” or the “Company”), a Nasdaq-listed company focused on AI infrastructure and related technologies, today announced that it has entered into definitive agreements for the purchase and sale of 526,314 ordinary shares at a purchase price of $1.90 per share in a registered direct offering, for gross proceeds of approximately $1,000,000, before deducting commissions and offering expenses. The closing of the offering is expected to occur on or about August 20, 2026, subject to the satisfaction of customary closing conditions.

D. Boral Capital LLC is acting as the exclusive placement agent for the offering.

The securities described above are being offered by the Company pursuant to a “shelf” registration statement on Form F-3 (File No. 333-297167) previously filed with the U.S. Securities and Exchange Commission (“SEC”), under the Securities Act of 1933, as amended (the “Securities Act”), and declared effective by the SEC on July 9, 2026. The offering of the ordinary shares are being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement describing the terms of the proposed registered direct offering and accompanying prospectus will be filed with the SEC. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at https://www.sec.gov or by contacting D. Boral Capital, LLC, via email at dbccapitalmarkets@dboralcapital.com, by calling +1 (212) 970-5150, or by standard mail at D. Boral Capital LLC, 590 Madison Ave 39th floor, New York, NY 10022

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 these 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.

About K Wave Media

K Wave Media Ltd. (Nasdaq: KWM) is focused on identifying and pursuing strategic opportunities in high-growth industries, including AI-related companies, while continuing to evaluate initiatives to enhance long-term shareholder value.

Forward-Looking Statements and Safe Harbor Notice:

This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investors Contact:

Investor Relations: info@kwavemedia.com

Public Relations: info@redroosterpr.com

Filing Exhibits & Attachments

9 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 6.1 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 68.5 KB
• EX-10.2 EXHIBIT 10.2 195.2 KB

Other Documents

• EX-5.1 EXHIBIT 5.1 42.5 KB
• EX-5.2 EXHIBIT 5.2 38.7 KB
• EX-5 GRAPHIC 5.6 KB
• EX-5 GRAPHIC 8.3 KB
• EX-5 GRAPHIC 8.5 KB
• EX-5 GRAPHIC 3.3 KB