Singularity Future Technology Ltd.

Singularity Future Technology entered into two registered direct offerings on August 18, 2026: First Purchase Agreement for 340,000 shares plus 260,000 pre-funded warrants at $3.00/share (pre-funded at $2.99 each) for approximately $1.8M gross; aggregate proceeds indicate the company is operating under baby-shelf S-3 capacity constraints. Dilutive small-cap equity raise of approximately $1.8M gross at $3.00/share, subject to placement-agent fees and offering expenses.

Singularity Future Technology filed a 424B5 prospectus supplement under its S-3 shelf, operating under the baby-shelf rule (cap at 1/3 of non-affiliate market cap). Based on 3,731,289 non-affiliate shares at $8.55/share (August 10 close), the company has sold $1.8M in the prior 12 months under General Instruction I.B.6. Active shelf offering take-down at SGLY; represents ongoing dilution in a small-cap company with sub-$75M non-affiliate market cap.

Singularity Future Technology Ltd. is offering 340,000 shares at $3.00 per share and 260,000 pre-funded warrants (each exercisable for one common share at $0.001) at $2.999 each, for gross proceeds of up to $1.8 million via Univest Securities as exclusive placement agent at a 7% cash fee. The offering price of $3.00 represents a significant ~33% discount to the August 17, 2026 closing price of $4.49. This is a dilutive small-cap equity raise at a steep discount to market, indicating near-term cash needs for this micro-cap issuer.

Singularity Future Technology and investors from its June 2025 ~$30M private placement amended their securities purchase agreement on August 12, 2026, replacing warrants previously exercisable at $1.165/share (post-reverse-split: $16.31) with Amended and Restated Warrants exercisable at $0.001/share — effectively converting them to near-zero-cost warrants. Simultaneously, 2,299,212 shares of common stock were issued to investors under Regulation S. The amended warrants require shareholder approval before issuance. This is a materially dilutive warrant repricing that nearly eliminates the exercise barrier for ~6.9M warrant shares (3 warrants per unit sold), pending shareholder approval.

Singularity Future Technology entered into a securities purchase agreement on August 12, 2026 to sell 21,520,803 shares of common stock at $1.394 per share (~$30 million aggregate) in a Regulation S private placement to non-U.S. investors, subject to shareholder approval. The investors made standard Reg S representations and the SPA contains customary representations, warranties, and covenants. This is a materially dilutive large primary equity raise (21.5M new shares) at a fixed price requiring shareholder approval before issuance, with the aggregate ~$30M providing significant capital relative to the company's micro-cap scale.

Singularity Future Technology (SGLY) filed a Certificate of Amendment with Delaware to effect a reverse stock split approved by shareholders at the June 30, 2026 annual meeting. The Board may choose from 1-for-5, 1-for-10, or 1-for-14 ratios at its discretion. Items 3.03 and 5.03 indicate modification of shareholder rights and an articles amendment.

Singularity Future Technology (SGLY) entered into a Securities Purchase Agreement on July 6, 2026 with investors to sell 5,263,158 units, each consisting of one common share plus three warrants each exercisable for one share. Items 1.01 and 3.02 indicate both a material agreement and related share actions. This is a direct offering aimed at raising capital.

Singularity Future Technology (SGLY) disclosed settlement of the securities class action Crivellaro v. Singularity Future Technology, originally filed December 9, 2022 in the Eastern District of New York and approved by the court December 17, 2024. Item 5.07 indicates an accompanying shareholder vote also occurred. This resolves years-long securities litigation.