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WF Holding Ltd (WFF) Form 6-K — Oct 15, 2026

$WFFForm 6-KFiled Oct 15, 2026, 5:00 PM ET0001213900-26-109881Original filing

WF Holding Limited closed an $18 million registered direct offering on October 15, 2026, selling 12 million units at $1.50 each, with each unit consisting of one ordinary share (or a pre-funded warrant) plus a warrant exercisable at $1.50 through October 14, 2027. Univest Securities acted as exclusive placement agent for a 7% cash fee plus up to $50,000 in expenses. The warrants contain a 'zero price exercise' feature allowing holders to convert each warrant into nine ordinary shares with no cash payment, meaning up to 108 million shares could be issued if all warrants are exercised this way — a structure that implies substantial potential dilution well beyond the initial 12 million units.

Key figures

Gross Proceeds
18000000
Offering Price
1.5
Shares Offered
12000000
Lockup Period
30 days (company); insider lock-ups with placement agent
Sepa Counterparty
Javelin Global Investors Limited
Warrant Expiration
October 14, 2027
Warrant Exercise Price
1.5
Zero Price Exercise Ratio
1 warrant = 9 shares
Placement Agent Expense Cap
50000
Placement Agent Fee Percent
7.0%
Additional Allocation Percent
up to 100% of initial purchase
Pre Funded Warrant Exercise Price
0.001
Max Shares Upon Zero Price Exercise
108000000
Standby Equity Purchase Agreement Date
July 30, 2026

AI analysis

Red flags5 · Pro

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AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.