TOP Financial Group Limited Announces Closing of Private Placement Offering and Update on Outstanding Shares

TOP Financial Group Limited SINGAPORE, July 10, 2026 (GLOBE NEWSWIRE) -- TOP Financial Group Limited (NASDAQ: TOP, “TOP” or the “Company”), a fast-growing online brokerage firm specializing in local and foreign equities, futures, and options products, today announced the successful closing of its previously disclosed private placement offering on July 9, 2026. Pursuant to the Securities Purchase Agreement originally executed on March 25, 2026, the Company has issued 214,431,222 units at a purchase price of US$0.37308 per unit. Each unit consists of: One Class A ordinary share of the Company, par value US$0.001 per share. Two warrants, with each warrant entitling the holder to purchase one Class A ordinary share. The closing of the transaction resulted in the issuance of 214,431,222 Class A ordinary shares and warrants to purchase up to an additional 428,862,444 Class A ordinary shares. The Company has successfully raised $80,000,000 in gross proceeds before deducting offering expenses. TOP intends to utilize the net proceeds from this Offering for general working capital and corporate purposes to support its ongoing business operations and long-term strategic liquidity initiatives. Terms of the Warrants The warrants are exercisable immediately upon issuance at an exercise price of US$0.4477 per share, which represents 120% of the per-unit purchase price. They are subject to customary adjustments for share splits or combinations, can be exercised on a cashless basis, and will expire on July 9, 2029 (the third anniversary of the issuance date). Class A ordinary shares issued upon the exercise of these warrants will be subject to a strict six-months lock-up period from their date of exercise. Impact on Outstanding S...