OpenWorld Announces $3.5M Registered Direct Offering Of 2,517,985 Shares Of Common Stock At $1.39/Share, With Additional Series A And B Warrants

OpenWorld, Inc. (NASDAQ:OPNW) ("OpenWorld" or the "Company"), an innovation company advancing global real-world asset ("RWA") tokenization, today announced that it has entered into a securities purchase agreement with a single institutional investor for the purchase and sale of 2,517,985 shares of common stock (or pre-funded warrants in-lieu thereof), together with Series A warrants to purchase up to an aggregate of 2,517,985 shares of common stock, and Series B 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. Each share of common stock and accompanying warrants are being sold together at a combined purchase price of $1.39. The Series A warrants will have an exercise price of $1.53 per share, will be subject to shareholder approval, and will expire five years from the date of shareholder approval. The Series B warrants will have an exercise price of $1.39 per share, will be subject to shareholder approval, and will expire eighteen months from the date of shareholder approval. The Series B warrants will be callable by the Company, subject to certain conditions, if the daily trading price of the common stock exceeds 400% of the exercise price and the average daily trading volume of the common stock exceeds $1.0 million over a period of ten consecutive trading days. Upon a call, any portion of the Series B warrants not exercised within ten trading days following the holder's receipt of the call notice will be cancelled.

The Company intends to use the net proceeds from the offering for RWA growth initiatives as well as for working capital and general corporate purposes.

Maxim Group LLC is acting as the sole placement agent for the offering.

The gross proceeds to OpenWorld from the offering are expected to be approximately $3.5 million, before deducting placement agents’ fees and other estimated offering expenses. The offering is expected to close on or about October 30, 2026, subject to satisfaction of customary closing conditions.