Shares of TOYO Co., Ltd. (NASDAQ:TOYO) (OTC:TOYWF) plunged 28% on Wednesday after the company announced a registered direct offering expected to generate about $50 million in gross proceeds. The solar manufacturing firm entered into definitive agreements to sell new ordinary shares together with detachable warrants as part of the financing.
Under the terms disclosed, TOYO will issue and sell 4,545,456 ordinary shares alongside warrants granting the right to purchase up to an additional 4,545,456 ordinary shares. The combined purchase price for one ordinary share and its associated warrant is $11.00. Each warrant carries an exercise price of $13.20 per share, may be exercised immediately upon issuance, and will expire five years after issuance.
Roth Capital Partners and H.C. Wainwright & Co. are serving as the exclusive co-placement agents for the offering. The company indicated the transaction is expected to close on or about June 25, 2026, contingent on the satisfaction of customary closing conditions.
TOYO said the aggregate gross proceeds from the offering are expected to be approximately $50 million before subtracting placement agent fees and other offering expenses. The company intends to apply the net proceeds toward construction of a previously announced 1.5 GW heterojunction (HJT) solar cell manufacturing plant in the Houston metropolitan area in Texas, and for general corporate purposes.
Clear summary
TOYO announced a registered direct offering of 4,545,456 ordinary shares and warrants to buy 4,545,456 additional shares at a combined $11.00 per share-and-warrant. Warrants carry a $13.20 exercise price, are immediately exercisable, and expire in five years. The offering, placed exclusively by Roth Capital Partners and H.C. Wainwright & Co., is expected to yield roughly $50 million in gross proceeds and to close on or about June 25, 2026, subject to customary conditions. Net proceeds are to be used to build a 1.5 GW HJT solar cell facility in the Houston area and for general corporate purposes.
Key points
- TOYO’s registered direct offering comprises 4,545,456 ordinary shares plus warrants for the same number of shares at a combined $11.00 purchase price; warrants have a $13.20 exercise price and five-year term - impacts capital markets activity and equity investors.
- The expected gross proceeds of approximately $50 million are earmarked for construction of a 1.5 GW heterojunction solar cell manufacturing plant in the Houston metropolitan area and for general corporate uses - relevant to solar manufacturing and regional industrial investment.
- Roth Capital Partners and H.C. Wainwright & Co. are the exclusive co-placement agents; closing is anticipated on or about June 25, 2026, subject to customary closing conditions - relevant to financing execution and deal timeline.
Risks and uncertainties
- The closing of the offering is subject to customary closing conditions, meaning the timing and completion are not guaranteed and remain contingent on those conditions - affects capital markets and the company’s financing plans.
- The stated $50 million figure is aggregate gross proceeds before deducting placement agent fees and other offering expenses; actual net proceeds will be lower once those costs are taken into account - introduces uncertainty about net funding available for the planned project.
- The expected close date is on or about June 25, 2026, indicating a timeline that could shift depending on the satisfaction of the customary closing conditions - relevant to project scheduling and short-term financing needs.