K Wave Media Ltd. (KWMWW) SEC Filings

K Wave Media Ltd. (now Nexus Advanced Technologies Inc.) has rebranded and changed its Nasdaq symbols as it pivots toward AI infrastructure and advanced technologies. The company has adopted the new corporate name Nexus Advanced Technologies Inc., reflecting a strategic focus on artificial intelligence infrastructure, data centers, AI compute resources, GPU infrastructure and related technology opportunities. In connection with the rebranding, its ordinary shares will begin trading on The Nasdaq Stock Market under the ticker "NXAT" and its warrants under "NXATWW" effective at market open on September 9, 2026, replacing the prior symbols "KWM" and "KWMWW." The name and ticker changes were authorized at the company’s 2026 Annual General Meeting and do not affect shareholder rights; existing shareholders are not required to take any action. This report is also deemed incorporated by reference into the company’s Form F-3 registration statement and certain other registration statements.

K Wave Media Ltd. (KWM) is conducting a primary registered direct offering of 526,314 Ordinary Shares at $1.90 per share, for aggregate gross proceeds of $999,996.60. D. Boral Capital LLC acts as exclusive placement agent on a best-efforts basis and receives a 7.0% fee.

Shares outstanding will rise from 2,710,253 to up to 3,236,567. Based on net tangible book value of -$25.56 per share before the deal and -$21.09 after, new investors face immediate dilution of $22.99 per share. Proceeds are earmarked for general corporate purposes, including working capital, potential acquisitions, capital expenditures and strategic transactions. K Wave recently effected a 1-for-30 reverse stock split and has regained compliance with Nasdaq’s $1.00 minimum bid requirement.

K Wave Media Ltd. (KWM) reports that it has regained compliance with Nasdaq’s minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Nasdaq confirmed that, for the 10 consecutive business days from August 4, 2026 through August 17, 2026, the closing bid price of K Wave Media’s ordinary shares was at least $1.00 per share, and the compliance matter is now closed.

The company also states that a corporate name change to Nexus Advanced Technologies Inc is expected to be completed by the end of the week following August 19, 2026, after which the shares are expected to trade under the new ticker “NXAT”. This report is incorporated by reference into K Wave Media’s Registration Statement on Form F-3 (File No. 333-297167).

Anson Funds Management LP, together with related entities and individuals, reports its beneficial ownership of ordinary shares of K Wave Media Ltd. on an amended Schedule 13G. The group is deemed to beneficially own 805,795 ordinary shares of the issuer.

These holdings represent 1.3% of K Wave Media’s outstanding ordinary shares, based on 64,221,193 shares issued and outstanding as reported in the issuer’s Form 20-F filed with the SEC on May 15, 2026. Voting and dispositive power over all 805,795 shares is shared among the Anson entities and their principals; none reports sole voting or dispositive power.

The amendment confirms that the group now owns 5% or less of this class of securities and identifies Anson Advisors Inc. as a Canadian Investment Advisor subject to a foreign regulatory scheme that it certifies as substantially comparable to U.S. regulation.

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.

K Wave Media Ltd. has established an at-the-market equity program under an Equity Distribution Agreement with D. Boral Capital LLC to sell Ordinary Shares having a maximum aggregate offering price of $5,058,329. Sales may be made from time to time on Nasdaq as “at the market offerings” under Rule 415(a)(4).

The company’s public float held by non‑affiliates is $15,174,989 based on 62,966,759 shares and a price of $0.241 per share, so sales are limited by the Form F‑3 baby shelf rule to no more than one‑third of public float in any 12‑month period. There were 78,514,509 Ordinary Shares outstanding as of July 30, 2026; assuming sales at $0.0750 per share, up to 67,444,386 new shares could be issued, bringing total shares outstanding to 145,958,909 and representing significant potential dilution.

D. Boral will act as sales agent on a reasonable best efforts basis and receive a 7.0% commission plus 1.0% non‑accountable expense fee on gross proceeds, with additional expense reimbursement up to $75,000. Net proceeds are intended for general corporate purposes, including working capital, potential acquisitions, capital expenditures, strategic transactions, and general and administrative expenses.

K Wave Media Ltd. held its 2026 annual general meeting on July 10, 2026, where shareholders approved all seven proposals. A total of 78,514,510 ordinary shares were entitled to vote, and 39,990,675 shares were present in person or by proxy, representing approximately 50.93% of voting power and constituting a quorum.

Shareholders appointed Yang Kan Chong, Jaekeun (Jason) Kim and Ted Kim as Class I directors for terms expiring at the third succeeding annual general meeting. They also approved a Share Consolidation and related changes to authorized shares and fractional share treatment, an Authorized Share Capital Increase, a company name change, and a Second Amended and Restated Memorandum and Articles of Association. In addition, shareholders approved rescission and termination of a March 31, 2023 Share Purchase Agreement and related authority to implement that termination, as well as an adjournment proposal, although the meeting was ultimately not adjourned.

K Wave Media Ltd. filed an amended Form 6-K to replace a prior May 22, 2026 submission about its acquisition of Hansol Inticube Co. The amendment fixes errors in previously furnished unaudited pro forma combined financial statements and adds the omitted audit report on Hansol’s 2025 results.

Hansol’s audited 2025 consolidated financials show total assets of ₩32,950,243,556 and total equity of ₩13,507,602,291. Revenue reached ₩64,818,242,303 with operating profit of ₩1,098,539,733 and profit for the year of ₩895,678,504, generating basic and diluted earnings per share of ₩58.

Hansol operates mainly an AI-based digital contact center business and a smaller pet healthcare segment. The AI segment produced most of the ₩64.8 billion in revenue and ₩1,046,982 thousand of segment operating profit. The auditor issued a qualified opinion because the 2025 financial statements omit comparative figures and certain IAS 1 transition disclosures.

K Wave Media Ltd. reported that Nasdaq notified the company on June 16, 2026 that its ordinary shares no longer meet the minimum $15,000,000 Market Value of Publicly Held Shares requirement for continued listing on the Nasdaq Global Market. The company has a 180-day compliance period, until December 14, 2026, to restore its public float above $15 million for at least 10 consecutive business days.

This notice does not immediately affect trading, but failure to regain compliance could lead to delisting, subject to appeal or a potential transfer to the Nasdaq Capital Market. K Wave Media is evaluating options, plans to submit a compliance plan in June 2026, and states it remains focused on its AI-focused strategic transformation.