Meiwu Technology Company Ltd SEC Filings

Meiwu Technology Company Limited is offering up to 6,999,996 Ordinary Shares and accompanying warrants at a public offering price of $2.00 per share and warrant. Each warrant has a $2.00 cash exercise price and an unusual “zero exercise price” cashless option that, if elected at the Floor Price of $0.40, could result in issuance of up to 83,999,952 Ordinary Shares. The prospectus states the company does not expect to receive cash proceeds from warrant exercises given the cashless feature. The placement agent is Univest Securities, LLC on a reasonable best-efforts basis. The supplement highlights material risks: the BVI holding company structure, significant PRC regulatory and cybersecurity/overseas-offering uncertainty, potential HFCAA delisting risk tied to PCAOB inspections, restrictions on dividend repatriation from PRC subsidiaries, and a planned bitcoin treasury strategy capped at 30% of treasury assets. The offering proceeds before expenses are shown as approximately $13.02 million.

Meiwu Technology Company Limited entered into a securities purchase agreement with investors for a registered direct offering of 6,999,996 ordinary shares at $2.00 per share, for expected gross proceeds of about $14 million. The deal is expected to close on or about March 18, 2026, with Univest Securities, LLC acting as sole placement agent.

The investors will also receive warrants to purchase up to 6,999,996 additional ordinary shares at an exercise price of $2.00 per share, with a 1‑year term. The warrants include a “zero exercise price” cashless option under which holders may receive up to 12 ordinary shares for each warrant exercised.

Meiwu Technology Company Limited filed Amendment No. 3 to its Form F-3 registration statement to re-file Exhibit 23.1 and to amend and restate the exhibit index in Part II. The amendment states it contains only the cover page, this explanatory note and Part II and that the prospectus previously filed in Amendment No. 2 remains unchanged.

The filing reiterates that offerings, if any, may commence "from time to time after the effective date of this Registration Statement" and preserves the registration undertakings and indemnification disclosures required on Form F-3 under British Virgin Islands law and the Securities Act.

Meiwu Technology Company Limited filed an amended Form 6-K to correct and expand its prior disclosure about a recent board appointment. The company clarifies that its board has determined that Mr. Yan Siook Yi meets the independence requirements of Nasdaq’s corporate governance rules and Rule 10A-3 under the Exchange Act.

Effective January 29, 2026, Mr. Yan was appointed as a director, chairman of the audit committee, and member of both the compensation and nominating and corporate governance committees. He has a background in accounting, audit, and financial planning in Malaysia and will not receive compensation for his board service under an offer letter filed with the original Form 6-K.

Meiwu Technology Company Limited reported significant leadership changes and a new executive employment agreement. Three directors, including director and chief operation officer Ms. Qiufei Chen, resigned in late January 2026 for personal reasons, and the company stated there were no disagreements related to operations, policies, or practices.

The Board appointed Handy Wijaya as Co‑Chief Executive Officer effective January 29, 2026, under a one‑year employment agreement with an annual base salary of $150,000 and severance protections for termination without cause or in a change‑of‑control transaction. The Board also appointed Yan Siook Yi as a director and chairman of the audit committee, and reassigned existing director Hanwu Yang to key board committee roles to fill vacancies.

Meiwu Technology Company Limited completed a best-efforts primary offering of 38,000,000 ordinary shares at $0.80 per share under an effective Form F-1 registration. The company reports net proceeds of $30,224,051, which it currently plans to use to further develop its functional skincare business and to purchase bitcoins as part of its treasury asset allocation, consistent with the registration statement.

The filing also notes that 12,000,000 previously issued ordinary shares sold to chairman Changbin Xia at $0.80 per share are registered for resale, with no proceeds going to the company. Mr. Xia agreed to a 180-day lock-up restricting sales and similar dispositions of his ordinary shares and related securities.

Meiwu Technology Company Limited is conducting a mixed securities offering consisting of a best-efforts primary sale of up to 38,000,000 Ordinary Shares at a fixed price of $0.8 per share and a separate resale of 12,000,000 Ordinary Shares by its chairman, Changbin Xia.

The company will receive proceeds only from the primary offering and plans to allocate approximately 9.5% to online marketing for its “Gongfuzhiye (功肤之夜)” brand, 28% to build a network of over 1,500 offline affiliate stores, 12.5% for working capital and corporate purposes, and about 50% for bitcoin investments as part of a bitcoin treasury strategy. Shares outstanding are expected to increase from 15,643,353 Ordinary Shares before the offering to 53,643,353 after the primary issuance. Meiwu’s Ordinary Shares trade on Nasdaq under the symbol “WNW,” and the last reported price on Nasdaq was $1.52 per share on January 22, 2026.

The company is a British Virgin Islands holding company whose operations are conducted through subsidiaries in China, and it describes extensive risks tied to PRC regulation, potential government intervention, foreign exchange and dividend restrictions, and possible future impacts of the HFCAA and evolving cybersecurity and overseas listing rules. The chairman’s resale shares are subject to a 180-day lock-up from January 26, 2026, and the company states it does not expect to pay dividends for the foreseeable future.

Meiwu Technology Company Limited is registering up to $200,000,000 of ordinary shares, preferred shares, debt securities, warrants, rights and units that it may sell from time to time under a shelf program. The company is a British Virgin Islands holding entity whose operations are conducted through subsidiaries in China, so buyers receive an interest in the offshore parent, not in the PRC operating companies.

The filing highlights substantial legal and operational risks tied to PRC regulation, potential intervention in overseas listings, data and cybersecurity oversight, capital controls, and dividend restrictions. It also discusses HFCAA-related delisting risk, though the current auditor is subject to PCAOB inspection, and notes that no VIE structure is in place following a 2024 restructuring.

Meiwu describes a strategic pivot toward functional skincare, which now represents most revenue, and outlines a planned bitcoin treasury strategy funded from a separate F‑1 equity offering, with an intention to allocate a portion of corporate treasury into bitcoin held with a U.S. custodian.