Tianci International Inc (NASDAQ: CIIT) experienced a steep decline in its share price on Tuesday after announcing the pricing terms of a freshly registered public offering. The company disclosed that it will sell 6,055,000 units on a best-efforts basis at a public offering price of $0.81 per unit, a move that coincided with a 58.7% drop in the stock.
Under the offering structure, each unit comprises one share of common stock, or, where applicable, a pre-funded warrant in lieu of the share, plus one common warrant to purchase one share of common stock. The aggregate gross proceeds from the offering are expected to be approximately $4.9 million before the deduction of placement agent fees, legal fees, administrative costs and other expenses related to the transaction.
The company stated that the net proceeds will be deployed primarily for working capital needs and other general corporate purposes. No additional allocation or breakdown of those general corporate purposes was provided in the disclosure.
Each common warrant issued as part of the units will be immediately exercisable upon issuance at an initial exercise price equal to the public offering price per unit, $0.81. The company noted that the warrant exercise price will be subject to customary anti-dilution adjustments in connection with corporate actions such as share splits, share combinations, dividend distributions, subsequent equity sales and other reorganizations. According to the filing, the warrants will expire on the third anniversary of their issuance date.
Closing of the offering is currently expected to occur on June 17, 2026, subject to satisfaction of customary closing conditions set forth in the Securities Purchase Agreements and associated transaction documents. The offering is being conducted on a best-efforts basis, which typically means the placement agent will make efforts to sell the securities but has no firm commitment to purchase any unsold portion.
Maxim Group LLC is serving as the sole placement agent for the offering. Ortoli Rosenstadt LLP is acting as U.S. securities counsel to the company, and Pryor Cashman LLP is serving as U.S. securities counsel to the placement agent.
Market reaction
The pricing announcement was followed by a pronounced intraday move in the company’s stock, with shares falling 58.7% on Tuesday. The disclosure tied the unit price, warrant exercise price and expected gross proceeds together in a package that will dilute existing equity if warrants are exercised and if pre-funded warrants are converted into common stock.
No additional commentary from company management on the market move or further details beyond the offering terms and intended use of proceeds was included in the filing.