AirJoule Technologies Corp. 8-K

What Happened

• AirJoule Technologies Corp. filed an 8-K reporting that on May 28, 2026 it entered a Securities Purchase Agreement to sell 3,658,536 shares of Class A common stock in a registered direct offering at $4.10 per share. The offering is expected to close on June 1, 2026. Gross proceeds are approximately $15.0 million; net proceeds are expected to be about $14.2 million after placement agent fees and offering expenses.
• The company entered a Placement Agency Agreement with Titan Partners Group LLC (a division of American Capital Partners, LLC) to act as sole placement agent. A prospectus supplement was filed with the SEC on June 1, 2026 and a related press release was filed as Exhibit 99.1.

Key Details

• Shares offered: 3,658,536; offering price: $4.10 per share; gross proceeds ≈ $15.0M; expected net proceeds ≈ $14.2M.
• Use of proceeds: commercialization of AirJoule Core and Prime systems and general corporate purposes.
• Agreement highlights: 30-day post-closing restriction on the Company selling or transferring shares/debt without placement agent consent (subject to exceptions); customary representations, indemnities (including Securities Act liabilities) and closing conditions.
• Annual Meeting (May 28, 2026): Elected Class II directors Thomas E. Murphy (42,201,240 For; 80,539 Withheld; 10,090,600 Broker non-votes) and Denise B. Sterling (42,159,639 For; 122,140 Withheld; 10,090,600 Broker non-votes). Ratified Deloitte & Touche LLP as auditor (52,357,868 For; 11,878 Against; 2,633 Abstain).

Why It Matters

• The offering will raise roughly $14.2M in net cash to support commercialization of AirJoule’s Core and Prime systems and general corporate needs, which can fund product launches, operations, or working capital.
• Issuing 3.66M new shares increases the company’s outstanding share count (potentially dilutive to existing shareholders) and includes a short lock-up period and investor protections (indemnities and customary closing conditions) that are typical in such financings.
• The annual meeting results confirm the board composition for the Class II seats and continued engagement with Deloitte as auditor, providing continuity in governance and financial oversight.