GenFlat Holdings, Inc. 8-K

What Happened
GenFlat Holdings, Inc. announced an underwriting agreement with Craig‑Hallum Capital Group LLC and completed a public offering that closed on February 4, 2026. The company sold 2,333,333 shares of common stock at $3.00 per share for gross proceeds of about $7.0 million and received approximately $6.46 million in net proceeds after fees and expenses. The underwriter received a warrant to buy 116,666 shares at $3.45 per share.

Key Details

• Offering size: 2,333,333 shares at $3.00 per share; gross proceeds ≈ $7.0 million.
• Net proceeds to GenFlat: ≈ $6.46 million after underwriting commissions, discounts and expenses.
• Underwriter economics: shares purchased by underwriter at $2.823 per share; representative warrant to buy 116,666 shares at $3.45 (115% of the IPO price), exercisable from Aug 4, 2026 through Feb 4, 2031.
• Lock-up: officers, directors and affiliates agreed not to sell or issue shares (subject to exceptions) until May 4, 2026.
• Underwriting agreement includes customary company representations, indemnities to the underwriter and related provisions.

Why It Matters
This transaction raises immediate capital for GenFlat—about $6.46M net—which can fund operations, growth or working capital. Investors should note dilution from the newly issued shares and potential future dilution if the underwriter exercises its warrant for up to 116,666 additional shares. The lock-up restricts insider selling until May 4, 2026, which can limit near‑term share supply. The filing also includes press releases announcing the pricing and closing of the offering.