ABUNDIA GLOBAL IMPACT GROUP, INC. 8-K

What Happened
Abundia Global Impact Group, Inc. (the “Company”) announced on Feb 23, 2026 that it closed a registered direct offering pursuant to a Securities Purchase Agreement dated Feb 19, 2026. The Company issued 4,134,175 shares of common stock and pre-funded warrants to purchase up to 1,800,543 shares, raising approximately $20.0 million in gross proceeds (before placement agent fees and offering expenses). The offering was made under the Company’s Form S-3 registration statement (File No. 333-290308) that became effective Nov 3, 2025.

Key Details

• Shares issued: 4,134,175 shares of common stock.
• Pre-funded warrants: up to 1,800,543 shares; exercise price $0.001 per share.
• Gross proceeds: approximately $20.0 million before fees and expenses.
• Placement agent: Titan Partners Group LLC; cash fee ~7.0% of gross proceeds + 0.5% non-accountable expense allowance; placement agent warrants to buy up to 118,694 shares at an exercise price equal to 110% of the public offering price. Placement agent reimbursed for out-of-pocket legal fees up to $100,000.
• Transfer/issuance restrictions: Company agreed to restrictions on issuing or selling common stock or equivalents for 75 days after closing; directors, officers and 5% holders agreed to a 75‑day lock-up (with customary exceptions).
• Beneficial ownership limit on Pre-Funded Warrants: holder (with affiliates) may not exercise to exceed 4.99% (or, if elected on issuance, 9.99%) of outstanding common stock immediately after issuance; holder may increase this limit with 61 days’ notice but not above 19.99%.
• Legal and disclosure: Issuance legality opinion from Sullivan & Worcester LLP attached; pricing and closing press releases dated Feb 19 and Feb 23, 2026 included as exhibits.

Why It Matters
This transaction provides Abundia with near-term cash (~$20M gross) to support operations or strategic plans. However, it is dilutive: new shares and the potential exercise of pre-funded warrants and placement agent warrants will increase the share count. The 75-day issuance and insider lock-ups limit near-term selling by the company and insiders, and the beneficial ownership limits on pre-funded warrants constrain immediate large share accumulations by any single investor. Investors should note the placement agent fees and warrants increase transaction costs and future dilution; details and legal opinion are included in the 8-K.