AIRWA INC. 8-K

What Happened

• AiRWA Inc. (YYAI) announced on December 18, 2025 that it entered into a securities purchase agreement to sell 15,382,378 shares of common stock at $1.02 per share under its Form S-3 shelf (effective June 11, 2025). The offering is expected to close on December 22, 2025 and generate approximately $15,690,030 in gross proceeds before fees and expenses. The company filed the purchase agreement and a placement agency agreement as exhibits to the 8-K and included a legal opinion relating to the offering.

Key Details

• Shares offered: 15,382,378 common shares at $1.02 per share.
• Expected gross proceeds: ≈ $15,690,030 (before placement agent fees and expenses).
• Placement agent: A.G.P./Alliance Global Partners; fee = 5.0% of gross proceeds plus reimbursement of up to $15,000 (non-accountable) and up to $55,000 (legal) in out-of-pocket expenses.
• Use of proceeds: joint venture activities previously announced, potential corporate acquisitions, working capital and other general corporate purposes.
• Closing expected: December 22, 2025; prospectus supplement dated December 18, 2025.
• Company notes the purchase agreement’s representations and warranties are for the parties’ allocation of risk and may not be statements of fact for investors.

Why It Matters

• This transaction will increase AiRWA’s cash on hand (net of fees and expenses) to fund planned joint-venture work, possible acquisitions and day-to-day operations, which can impact growth plans and dilution for existing shareholders. The placement agent fee and reimbursements reduce net proceeds, and the company’s public filings include the full agreements for investors who want the detailed terms.