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Ohmyhome Limited entered into a registered direct offering involving the issuance of 8,000,000 Class A ordinary shares and pre-funded warrants exercisable for 12,000,000 Class A ordinary shares. A related company announcement describes the transaction as covering 20,000,000 Class A Ordinary Shares (or pre-funded warrants) at $0.20 per share, generating estimated gross proceeds of approximately $4 million and net proceeds of about $3.63 million for general corporate purposes.
The pre-funded warrants have a $0.01 per-share exercise price, are immediately exercisable, and include a 9.99% beneficial ownership cap plus cashless exercise and standard anti-dilution adjustments. Each purchaser received a 45-day right to buy up to 100% of its initial Class A ordinary share and warrant share allocation at $0.20 per share. Univest Securities, LLC acted as exclusive placement agent, earning a 6.0% cash fee on gross proceeds, reimbursement of expenses up to $50,000, and a 6‑month right of first refusal for certain future investment banking services.
Ohmyhome Limited is conducting a primary offering of 8,000,000 Class A Ordinary Shares at US$0.20 per share and 12,000,000 Pre-Funded Warrants at US$0.19 each, with a US$0.01 exercise price per warrant share. Gross proceeds total US$3.88 million, with placement fees of 6.0%, for estimated net proceeds of about US$3.63 million.
The company plans to use proceeds for general corporate purposes, working capital, and continued development and expansion of its business. Class A shares outstanding will rise from 75,592,901 to 83,592,901 (assuming full warrant exercise). Ohmyhome has divested its real estate brokerage and property-related services business and now focuses on digital marketing services.
As of December 31, 2025, the company reported a net tangible book value of US$0.05 per share and negative operating cash flow of S$4,229,054 (US$3,288,791), which raises substantial doubt about its ability to continue as a going concern. New investors face immediate dilution of US$0.13 per share and risks related to potential share price volatility, future equity offerings, and maintaining Nasdaq listing.
Ohmyhome Limited held its Annual General Meeting on July 21, 2026, where shareholders approved eleven resolutions.
Key actions included approval of changes to the company’s authorised share capital of US$1,000,000,000,000, structured first as 90,000,000,000,000 Class A and 10,000,000,000,000 Class B Ordinary Shares at US$0.01 par and, following a conditional Capital Reduction and Sub-division, as 9,000,000,000,000,000,000 Class A and 1,000,000,000,000,000,000 Class B Ordinary Shares at US$0.0000001 par.
Shareholders also re-appointed four directors, ratified Enrome LLP as auditor for the year ending December 31, 2025, and authorised the board to adjourn the meeting to allow additional proxy solicitation if required.
Ohmyhome Limited entered into a Securities Purchase Agreement for a private placement of 5,333,331 Class A ordinary shares and 5,333,331 warrants to non-U.S. investors at a combined price of $0.30 per share and associated warrant.
The warrants are exercisable immediately for five years at an initial exercise price of $0.30 per share, with a minimum cash exercise price of $0.10, and from the 7th day holders may alternatively exchange warrant portions into nine times the underlying shares. The transaction is expected to close on July 17, 2026, providing approximately $1.6 million in gross proceeds for working capital and general corporate purposes, relying on Section 4(a)(2) and Regulation S exemptions for non-U.S. persons.
Ohmyhome Limited reported that it received a notice on July 13, 2026 from Nasdaq’s Listing Qualifications Department stating that the closing bid price of its Class A ordinary shares was below $1.00 for 30 consecutive business days, based on trading from May 28, 2026 to July 10, 2026. This means the company no longer meets the Nasdaq Capital Market continued listing requirement under Listing Rule 5550(a)(2), known as the Minimum Bid Price Rule. The notification has no immediate effect on the listing or trading of the shares, which continue under the symbol OMH. Ohmyhome has an initial 180 calendar day compliance period, until January 11, 2027, to regain compliance; doing so requires a closing bid of at least $1.00 for a minimum of 10 consecutive business days. If compliance is not regained by then, the company may qualify for an additional 180-day extension if it meets other Nasdaq listing standards and notifies Nasdaq of its intent to cure, potentially by a reverse stock split. Ohmyhome states it is evaluating options and intends to take appropriate measures while monitoring its share price.
Ohmyhome Ltd filed an initial beneficial ownership report for Wong Tai Kok. He is identified as a director of the company and is not classified as an officer or a ten percent owner in this filing. No specific equity transactions are reported in connection with this Form 3.
Ohmyhome Limited has called its Annual General Meeting of Shareholders for July 21, 2026 at 10:00 a.m. Singapore time in Singapore, with shareholders of record on July 2, 2026 entitled to vote. The proxy includes eleven proposals.
Key items are a large authorised share capital increase and adoption of new Fourth and Fifth Amended and Restated Memorandum and Articles of Association. The authorised share capital is set at US$1,000,000,000,000, initially divided into 90,000,000,000,000 Class A and 10,000,000,000,000 Class B ordinary shares with a par value of US$0.01 each.
Subject to further approvals, a capital reduction and share sub-division would then change the structure to 9,000,000,000,000,000,000 Class A and 1,000,000,000,000,000,000 Class B ordinary shares with a par value of US$0.0000001 each, keeping total authorised capital at US$1,000,000,000,000. Additional proposals cover potential share consolidation(s), re-appointment of four directors, ratification of Enrome LLP as auditor for the year ending December 31, 2025, and authority for the Board to adjourn the meeting if needed. The Board unanimously recommends voting “FOR” all proposals.
Ohmyhome Limited has completed the sale of all shares in its former property-related subsidiary, Ohmyhome (BVI) Limited, for total cash consideration of $1, marking a strategic shift toward digital marketing services and reporting the disposed business as discontinued operations.
On a pro forma basis for the year ended December 31, 2025, continuing operations generated $251,594 of digital marketing revenue and a gross profit of $30,191, with a net loss from continuing operations of $1,703,667. As of December 31, 2025, total assets were $7,114,099, total liabilities were $3,777,016, and total shareholders’ equity was $3,337,083, illustrating a much smaller, marketing-focused business following the divestiture.
Ohmyhome Limited has overhauled its business by exiting real estate brokerage and property-related services and shifting its focus to digital marketing. The company first entered a Debt Waiver Agreement, cancelling SGD 19,019,173.33 (about $14.73 million) owed by its subsidiary Ohmyhome (BVI) Limited.
It then signed a Share Purchase Agreement to sell all shares of Ohmyhome BVI, the holding company for its Singapore and Malaysia real estate operations, to Sterling Oat Ltd. for $1. The divested group had a negative net asset position of $14.77 million as of March 31, 2026 and ongoing operating losses. After closing on May 31, 2026, Ohmyhome now concentrates on digital marketing strategy, content creation, online advertising, multi-channel campaigns and performance monitoring.
Ohmyhome Limited reported a board change, with Independent Director and Nomination Committee Chair Henliyanto Ngadini resigning effective June 12, 2026. The company states his resignation was not due to any disagreement with its operations, policies or procedures.
On the same date, Wong Tai Kok was appointed as an Independent Director and Chair of the Nomination Committee. He has over five years of finance experience, including roles as senior bookkeeper at Philip Tong & Co. and external financial consultant at Tropico Sdn Bhd. His director position is subject to annual re-appointment by the board, and he will receive US$10,000 in yearly compensation.