OpenWorld closes offering for about $3.5M gross

OpenWorld, Inc. (OPNW) closed a registered direct offering of 1,494,084 common shares, a pre-funded warrant to purchase 1,023,901 shares, a Series A warrant to purchase 2,517,985 shares, and a Series B warrant to purchase 2,517,985 shares.

Rhea-AI Filing Summary

OpenWorld, Inc. (OPNW) closed a registered direct offering of 1,494,084 common shares, a pre-funded warrant to purchase 1,023,901 shares, a Series A warrant to purchase 2,517,985 shares, and a Series B warrant to purchase 2,517,985 shares. An institutional investor purchased the securities, and OpenWorld received approximately $3.5 million in gross proceeds before placement-agent fees and other offering expenses.

The offering was priced at-the-market under Nasdaq rules, with Maxim Group LLC serving as sole placement agent on a reasonable best efforts basis. It was made under OpenWorld’s shelf registration statement, which became effective on February 3, 2025; the company filed a related prospectus supplement on October 30, 2026. OpenWorld’s executive officers and directors entered into lock-up agreements restricting certain dispositions of common stock and related securities, subject to exceptions, through 45 days from the offering’s close unless the placement agent gives prior written consent.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Gross proceeds: Approximately $3.5 million Common shares issued: 1,494,084 shares Pre-funded warrant shares: 1,023,901 shares +3 more

6 metrics

Gross proceeds Approximately $3.5 million Before placement-agent fees and other offering expenses

Common shares issued 1,494,084 shares Offering closed October 30, 2026

Pre-funded warrant shares 1,023,901 shares Shares purchasable upon exercise

Series A warrant shares 2,517,985 shares Shares purchasable upon exercise

Series B warrant shares 2,517,985 shares Shares purchasable upon exercise

Lock-up period 45 days Measured from the offering's close

Key Terms

registered direct public offering, Pre-Funded Warrants, reasonable best efforts, at-the-market, +1 more

5 terms

registered direct public offering financial

"in connection with the registered direct public offering"

Pre-Funded Warrants financial

"shares of Common Stock underlying pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

reasonable best efforts financial

"on a “reasonable best efforts” basis"

A contractual standard that obligates a party to take diligent, commercially sensible steps to accomplish a stated objective but stops short of an absolute guarantee; the party must try reasonably hard and act in good faith, using available resources and customary methods, but is not required to take extreme, impractical, or ruinous measures to succeed. In practice the phrase sits between stricter formulations (e.g., “best efforts,” which courts often interpret as requiring very vigorous attempts) and looser ones (e.g., “reasonable efforts”), and its exact scope can depend on the contract language and governing law, so it does not impose unlimited liability or force actions that would be commercially unreasonable.

at-the-market financial

"priced at-the-market under Nasdaq rules"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

Lock-Up Agreement financial

"entered into a lock-up agreement"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

FAQ

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

How much did OpenWorld (OPNW) raise in its offering?

OpenWorld received approximately $3.5 million in gross proceeds, before placement-agent fees and other offering expenses payable by the company.

What securities did OpenWorld (OPNW) issue in the offering?

OpenWorld issued 1,494,084 common shares, a pre-funded warrant to purchase 1,023,901 shares, and Series A and Series B warrants, each to purchase 2,517,985 shares.

How long is OpenWorld's (OPNW) executive lock-up?

The lock-up runs through 45 days from the offering's close. It restricts specified offers, sales, pledges, and other dispositions of common stock and related securities, subject to exceptions in the agreements and prior written consent from the placement agent.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 30, 2026

OpenWorld, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-39332	23-3023677
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
801 International Parkway, Fifth Floor, Lake Mary, Florida		32746
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (585) 736-9400

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		OPNW		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

1

Introductory Note

As previously disclosed, on October 29, 2026, OpenWorld, Inc., a Nevada corporation (the “Company”)  entered into a placement agency agreement (the “Placement Agreement”) with Maxim Group LLC (the “Placement Agent”) pursuant to which the Placement Agent agreed to serve as the sole placement agent, on a “reasonable best efforts” basis, in connection with the registered direct public offering (the “Offering”) of 1,494,084 shares (“Shares”) of common stock, par value $0.001 per share (“Common Stock”), 1,023,901 shares of Common Stock underlying pre-funded warrants in lieu of shares of common stock (the “Pre-Funded Warrants”), together with Series A common stock purchase warrants (“Series A Warrants”) to purchase up to an aggregate of 2,517,985 shares of common stock, and Series B common stock purchase warrants (the “Series B Warrants”, together with the Series A Warrants the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”) to purchase up to an aggregate of 2,517,985 shares of common stock, in a registered direct offering priced at-the-market under Nasdaq rules. Also on October 29, 2026, in connection with the Offering, the Company entered into a securities purchase agreement (“Purchase Agreement”) with a certain institutional investor (“Purchaser”).

On October 30, 2026, the Company closed the Offering, and in connection with the closing, sold and issued to the Purchaser, 1,494,084 Shares of Common Stock, a Pre-Funded Warrant to purchase 1,023,901 shares of Common Stock, a Series A Warrants to purchase 2,517,985 shares of Common Stock, and a Series B Warrant to purchase 2,517,985 shares of Common Stock, each at an offering price and on the terms as previously disclosed. The Company received gross proceeds from the Offering, before deducting placement agent fees and other offering expenses payable by the Company, of approximately $3.5 million.

As previously disclosed, in connection with the closing of the Offering, the Company and each of its executive officers and directors entered into a lock-up agreement (the “Lock-Up Agreement”), subject to certain exceptions set forth in the Lock-Up Agreement, not to offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge, encumber, assign, borrow or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exercisable or exchangeable for shares of Common Stock, for a period commencing on the date of the Lock-Up Agreement and ending 45 days from the date the Offering closed without the prior written consent of the Placement Agent.

The Offering of the Shares and the Warrants (and the shares of Common Stock issuable upon the exercise of the Warrants) is being made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-284562), as amended, which was declared effective by the Securities and Exchange Commission (the “Commission”) on February 3, 2025, and a prospectus supplement that the Company filed with the Commission on October 30, 2026 (File No. 333-284562) relating to such securities (the “Prospectus Supplement”).

The foregoing descriptions of the terms and conditions of the Lock-Up Agreement, the Pre-Funded Warrant, the Series A Warrant and the Series B Warrants are qualified in their entirety by reference to the full text of the forms of Lock-Up Agreement, the Pre-Funded Warrant, the Series A Warrant and Series B Warrants, as filed on the Company’s Current Report on Form 8-K filed with the Commission on October 30, 2026 and are incorporated herein by reference in their entirety.

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in the “Introductory Note” of this Form 8-K is incorporated by reference into this Item 1.01 to the extent required.

Item 8.01 Other Events.

In connection with the filing of the Prospectus Supplement, the Company is filing a legal opinion of its counsel, Harter, Secrest & Emery LLP, relating to the validity of the issuance and sale of the Shares in the offering, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Harter Secrest & Emery LLP
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

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 hereunto duly authorized.

	OpenWorld, Inc.
Date: October 30, 2026	/s/ Gerard Hernandez
	Name:	Gerard Hernandez
	Title:	Chief Financial Officer

3

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5 EXHIBIT 5.1 14.5 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB