HWH International Reports Nasdaq Non‑Compliance; Announces $10M Financing

What Happened
HWH International Inc. announced that Nasdaq notified the company it was not in compliance with the Nasdaq Capital Market minimum stockholders’ equity requirement (Listing Rule 5550(b)(1)) because stockholders’ equity was $2,078,220 as of the Form 10‑Q for the period ended March 31, 2026 (below the $2.5M minimum). The company submitted a compliance plan on June 18, 2026 that identified two transactions intended to cure the deficiency: (1) sale of 250,000 shares to Alset Inc. for $500,000 (closed June 9, 2026) and (2) a Securities Purchase Agreement with Smart Dynamics Technology Limited to raise $10,000,000. Nasdaq granted HWH an extension on July 24, 2026 to regain compliance through August 31, 2026 and to evidence compliance in its periodic report for September 30, 2026.

Key Details

• Nasdaq non‑compliance cited under Listing Rule 5550(b)(1): stockholders’ equity of $2,078,220 (Form 10‑Q for period ended March 31, 2026) vs. $2.5M required.
• June 9, 2026: Closed sale of 250,000 shares to Alset Inc. for $500,000.
• Securities Purchase Agreement (dated May 27, 2026) with Smart Dynamics Technology Limited: sale of 20,000,000 common shares plus warrants to buy up to 160,000,000 shares (exercise price $0.63), aggregate purchase price $10,000,000; warrants exercisable immediately, expire four years after closing.
• Amendment No. 1 (June 8, 2026) added a closing condition requiring Nasdaq to grant an extension to regain compliance; Nasdaq granted that extension on July 24, 2026.

Why It Matters
The company is taking specific financing steps to cure a Nasdaq listing deficiency. If the equity increase from the closed $500K sale and the $10M financing closes as planned, HWH expects to meet the Nasdaq stockholders’ equity requirement. Nasdaq’s extension allows the company until August 31, 2026 to file public evidence of compliance and to demonstrate compliance in its September 30, 2026 periodic report. The Nasdaq notice has no immediate effect on listing or trading of HWH common stock.