UTime Limited Announces Pricing of $1.2 Million Registered Direct Offering

Rhea-AI Summary

UTime (Nasdaq: WTO) announced a registered direct offering of 1,000,000 Class A ordinary shares (or pre-funded warrants) at $1.20 per share, expected to raise approximately $1.2 million gross. The offering is expected to close on or about May 4, 2026.

Univest Securities is sole placement agent. The offering is being made under a Form F-3 shelf registration declared effective June 10, 2024; a prospectus supplement will be filed with the SEC.

Positive

• Raised approximately $1.2 million in gross proceeds
• Execution via shelf Form F-3 (file effective June 10, 2024)
• Sole placement agent: Univest Securities

Negative

• Issuance of 1,000,000 shares may dilute existing shareholders
• Net proceeds will be reduced by placement agent fees and expenses

News Market Reaction – WTO

-19.14% 3330.2x vol

29 alerts

-19.14% Session close to close

+30.3% Peak Tracked

-48.6% Trough Tracked

$3.14M Market Cap

3330.2x Rel. Volume

In the May 1 session, WTO declined 19.14%, reflecting a significant negative market reaction. Argus tracked a peak move of +30.3% during that session. Argus tracked a trough of -48.6% from its starting point during tracking. Our momentum scanner triggered 29 alerts that day, indicating elevated trading interest and price volatility. Trading volume was exceptionally heavy at 3330.2x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -19.1% in the session following this news. A negative reaction despite modest deal...

Analysis

The stock dropped -19.1% in the session following this news. A negative reaction despite modest deal size fits the stock’s historical pattern around offerings. Previous registered directs produced an average move of -51.52%, with one drop of -88.88%. The new 1,000,000-share sale at $1.20, drawn from the Form F-3 shelf, adds to an established dilution trend. Future behavior could hinge on additional shelf usage and whether raised funds translate into tangible operating or balance-sheet improvements.

Key Figures

Shares offered: 1,000,000 shares Par value: $0.50 per share Offering price: $1.20 per share +5 more

8 metrics

Shares offered 1,000,000 shares Class A ordinary shares (or pre-funded warrants) in registered direct

Par value $0.50 per share Class A ordinary shares

Offering price $1.20 per share Purchase price in registered direct offering

Gross proceeds $1.2 million Before placement agent fees and offering expenses

Expected closing date May 4, 2026 Subject to customary closing conditions

Shelf form Form F-3 Shelf registration statement referenced for offering

File number 333-278912 SEC file number for Form F-3 registration

Current price $1.855 Pre-news trading level on announcement day

Previous Offering Reports

2 past events · Latest: Oct 16 (Negative)

Same Type Pattern 2 events

Date	Event	Sentiment	24h Move	Catalyst
Oct 16	Registered direct offering	Negative	-88.9%	Priced $25M registered direct unit offering with short-dated warrants.
Sep 13	Registered direct offering	Negative	-14.2%	Announced $5M registered direct equity sale under F-3 shelf.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Prior registered direct offerings have led to sharp declines, with an average same-day move of about -51.52% and both past events showing heavy selling pressure.

Recent Company History

Recent financing history shows UTime repeatedly using registered direct offerings under its shelf. A $5 million offering in September 2024 and a $25 million unit offering in October 2025 both triggered substantial single-day declines, including one move of -88.88%. Today’s $1.2 million registered direct follows that pattern of raising capital via equity-linked deals, reinforcing a track record of dilution-related pressure around such announcements.

Key Terms

registered direct offering, pre-funded warrants, shelf registration statement, form f-3, +1 more

5 terms

registered direct offering financial

"at a purchase price of $1.20 per share in a registered direct offering."

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"the “Shares”) (or pre-funded warrants in lieu thereof), at a purchase price"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"The registered direct offering is being made pursuant to a shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form f-3 regulatory

"shelf registration statement on Form F-3 (File No. 333-278912) previously filed"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

prospectus supplement regulatory

"A final prospectus supplement and accompanying prospectus describing the terms"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Shenzhen, China, May 01, 2026 (GLOBE NEWSWIRE) -- UTime Limited (Nasdaq: WTO) (the “Company”), a global technology company engaged in the design, development, and manufacturing of mobile devices and smart hardware products, today announced that it has entered into a definitive securities purchase agreement with certain institutional investors for the purchase and sale of an aggregate of 1,000,000 class A ordinary share of the Company, par value $0.50 per share (the “Shares”) (or pre-funded warrants in lieu thereof), at a purchase price of $1.20 per share in a registered direct offering.

The gross proceeds to the Company from this offering are expected to be approximately $1.2 million, before deducting placement agent fees and other offering expenses payable by the Company. The transaction is expected to close on or about May 4, 2026, subject to the satisfaction of customary closing conditions.

Univest Securities, LLC is acting as sole placement agent for the offering.

The registered direct offering is being made pursuant to a shelf registration statement on Form F-3 (File No. 333-278912) previously filed by the Company and declared effective by the U.S. Securities and Exchange Commission (“SEC”) on June 10^th, 2024. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Univest Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC's website at www.sec.gov.

About UTime Limited

Trading under the Nasdaq ticker WTO, UTime Limited is engaged in the design, development, production, sales and brand operation of mobile devices in China and globally. The company aims to provide cost-effective products and serves a broad customer base.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company’s proposed offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the offering will be closed. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other 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 statement and other filings with the SEC.

Contact:
qhengcong@utimemobile.com

UTime Limited
7th Floor, Building 5A
Shenzhen Software Industry Base, Nanshan District
Shenzhen, People’s Republic of China 518061
Tel: (86) 755 86512266

FAQ

What did UTime (WTO) announce in the May 1, 2026 registered direct offering?

UTime announced a sale of 1,000,000 Class A shares at $1.20 each, expected to raise about $1.2 million gross. According to the company, the offering may close on or about May 4, 2026.

How much gross capital will UTime (WTO) raise from the offering and at what price?

The offering is expected to generate approximately $1.2 million in gross proceeds at $1.20 per share. According to the company, proceeds are before placement agent fees and other offering expenses.

Will the UTime (WTO) offering dilute existing shareholders and how many shares are issued?

The transaction involves issuance of 1,000,000 Class A shares (or pre-funded warrants), which may dilute current holders. According to the company, dilution depends on final closing and any subsequent capital actions.

When will the UTime (WTO) registered direct offering close and who is the placement agent?

The company expects the offering to close on or about May 4, 2026. According to the company, Univest Securities is acting as the sole placement agent for the offering.

Where can investors find the prospectus and offering documents for UTime (WTO)?

Investors can obtain the final prospectus supplement and base prospectus on the SEC website at www.sec.gov. According to the company, copies will also be available from Univest Securities when filed.