WF Holding Ltd

WF Holding Limited announced the termination of an additional purchase right related to its registered direct offering. This right, previously disclosed, allowed investors to purchase up to an additional $18 million of ordinary shares and/or pre-funded warrants on the same terms as the initial offering. The termination was formalized through a termination letter agreement with the purchasers. All other provisions of the original securities purchase agreement and related transaction documents remain unchanged and in full force. The termination does not affect the securities that were issued as part of the offering.

WF Holding Limited has entered into a standby equity purchase agreement with an institutional investor, allowing the company to sell up to $30,000,000 of its ordinary shares over a 24-month period. As consideration for the commitment, WF Holding issued 750,000 ordinary shares to the investor. The company retains discretion over the timing and amount of sales, with a minimum of $100,000 and a maximum of $3,000,000 per request, subject to a beneficial ownership limit and a floor price of $0.10. Additionally, the company engaged Univest Securities, LLC as a placement agent, who will receive a 5% cash fee on aggregate gross proceeds.

WF Holding Limited shareholders approved a comprehensive share restructuring plan at an Extraordinary General Meeting. Key approvals included a significant increase in authorized share capital, the creation of a new class of Class A shares with enhanced voting rights, and the redesignation of existing ordinary shares into Class A shares. Shareholders also adopted an Amended Memorandum and Articles of Association to reflect these changes and revised the terms for future share consolidations. All proposals passed with substantial majority support.

WF Holding Ltd will hold an Extraordinary General Meeting on July 10, 2026, to vote on a comprehensive share restructuring. This includes a massive increase in authorized share capital, the creation of a new class of Class A shares with 100 votes per share, and the redesignation of existing ordinary shares into these new Class A shares. Shareholders will also vote on adopting an amended memorandum and articles of association and revising the terms for a previously authorized share consolidation.

WF Holding Limited completed a private placement, raising $5 million in gross proceeds. The company issued 4,032,258 units at $1.24 per unit, with each unit comprising one ordinary share and one warrant to purchase ten ordinary shares. The proceeds are designated for working capital and general corporate purposes. The agreement includes a 24-month restriction on the company issuing new equity without the consent of requisite purchasers, and a 12-month lock-up period for the purchasers.

WF Holding Limited announced it has regained compliance with Nasdaq's minimum $1.00 closing bid price requirement. The company had previously received a non-compliance notification in October 2025 and was granted until April 27, 2026, to resolve the issue. Compliance was achieved after implementing a 1-for-5 reverse share split on April 13, 2026, with the share price remaining above $1.00 for 11 consecutive business days.