Jiuzi Holdings, Inc. Announces Pricing of $5.5 Million Registered Direct Offering and Concurrent Private Placement

Rhea-AI Summary

Jiuzi Holdings (NASDAQ:JZXN) has announced a combined $5.5 million capital raise through a registered direct offering and concurrent private placement. The company will issue 9,220,000 ordinary shares at $0.60 per share, along with warrants to purchase up to 18,440,000 additional shares.

The warrants will be immediately exercisable at $0.60 per share with a five-and-a-half-year expiration term. Notably, 70% of the proceeds will be invested in cryptocurrency assets. The offering, managed by Maxim Group LLC, is expected to close around September 30, 2025.

Positive

• Secured $5.5 million in new capital funding
• Warrants provide potential for additional future capital through exercise
• Immediate access to capital with next-day closing

Negative

• Significant dilution with 9.22 million new shares being issued
• 70% of proceeds allocated to volatile cryptocurrency investments rather than core business
• Warrant exercise price at $0.60 could create selling pressure
• Additional potential dilution of 18.44 million shares if warrants are exercised

Insights

Financial Analyst

Jiuzi's $5.5M capital raise signals liquidity needs while pivoting 70% toward crypto investments, diluting shareholder value with warrants priced at current levels.

Jiuzi Holdings has secured a $5.5 million capital infusion through a dual-track financing arrangement combining a registered direct offering of 9.22 million ordinary shares and a concurrent private placement of warrants to purchase up to 18.44 million additional shares. The $0.60 per share pricing applies to both the immediate share purchase and the warrant exercise price, indicating investors aren't paying any premium for future growth potential.

This financing structure reveals several critical insights about Jiuzi's current position. First, the 1:2 ratio of shares to warrants creates significant potential dilution - if all warrants are exercised, existing shareholders would face approximately 300% dilution from this transaction alone. Second, the identical pricing between shares and warrants suggests limited investor confidence in near-term price appreciation.

Most notably, the company's disclosure that 70% of proceeds will fund cryptocurrency investments represents a substantial strategic pivot. This allocation suggests Jiuzi is dramatically shifting its business model, potentially moving away from its core operations. Such cryptocurrency investments introduce considerable volatility risk to Jiuzi's balance sheet and fundamentally alter the company's risk profile.

The choice of Maxim Group as sole placement agent and the use of shelf registration indicate this deal was likely structured to expedite capital raising, possibly signaling urgent liquidity needs. Investors should consider whether this financing represents a defensive move to shore up finances or an offensive strategy to capitalize on perceived cryptocurrency opportunities.

HANGZHOU, China, Sept. 29, 2025 (GLOBE NEWSWIRE) -- Jiuzi Holdings, Inc. (Nasdaq: JZXN) (“Jiuzi” or the “Company”), today announced that it has entered into a securities purchase agreement with certain institutional investors for the purchase and sale of 9,220,000 shares (the “Ordinary Shares”) in a registered direct offering. In a concurrent private placement, the Company also agreed to issue and sell unregistered Warrants (“Warrants”) to purchase up to an aggregate of 18,440,000 Ordinary Shares. The combined effective offering price for each Ordinary Share and the accompanying Warrants is $0.60. Each private placement warrant will be immediately exercisable, expire five and one-half years from the initial exercise date and will have an exercise price of $0.60 per share.

The combined gross proceeds to the Company from the registered direct offering and concurrent private placement are estimated to be $5.5 million before deducting the placement agent's fees and other estimated offering expenses. The offering is expected to close on or about September 30, 2025, subject to the satisfaction of customary closing conditions. The Company plans to use around 70% of the proceeds from this offering to invest in cryptocurrency assets.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The Ordinary Shares sold in the registered direct offering are being offered pursuant to a shelf registration statement on Form F-3 (File No. 333-267617), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 14, 2022. The offering of Ordinary Shares will be made only by means of a prospectus supplement that forms a part of such registration statement. A prospectus supplement relating to the Ordinary Shares offered in the registered direct offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3500.

The Warrants to be issued in the concurrent private placement and the shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.

About Jiuzi Holdings, Inc

JZXN is a leading provider of smart charging infrastructure for new energy vehicles in China's lower-tier cities, specializing in high-power DC fast-charging stations (80kW–160kW) and integrated energy storage systems. The Company plans to expand its intelligent charging network through 2026, contributing to carbon neutrality and the development of sustainable transportation. As part of its ongoing efforts to strengthen its balance sheet, the Company recently announced it has expanded into cryptocurrency asset investments to support a more diversified capital structure. For more information, please visit jzxn.com.

Forward-Looking Statements

This press release contains "forward-looking statements". Forward-looking statements reflect our current view about future events. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, which include, without limitation, the expected completion, timing and size of the offering. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "could," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "propose," "potential," "continue" or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results, and encourages investors to review other factors that may affect its future results in the Company's registration statements and other filings with the U.S. Securities and Exchange Commission. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. References and links (including QR codes) to websites have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this press release.

For investor and media inquiries, please contact:

Jiuzi Holdings Inc.
Email: iris@jzxn.com 

FAQ

What is the size and structure of JZXN's September 2025 offering?

JZXN announced a $5.5 million offering comprising 9.22 million ordinary shares and warrants to purchase 18.44 million additional shares at $0.60 per share.

How will Jiuzi Holdings use the proceeds from its $5.5M offering?

Jiuzi Holdings plans to invest 70% of the proceeds in cryptocurrency assets, with the remaining funds likely for general corporate purposes.

What are the terms of JZXN's September 2025 warrants?

The warrants will be immediately exercisable at $0.60 per share and will expire after five and a half years from the initial exercise date.

When will JZXN's September 2025 offering close?

The offering is expected to close on or about September 30, 2025, subject to customary closing conditions.

Who is the placement agent for JZXN's $5.5M offering?

Maxim Group LLC is acting as the sole placement agent for the offering.