JIADE LIMITED Announces Pricing of $3 Million Registered Direct Offering
MWN-AI** Summary
JIADE LIMITED (NASDAQ: JDZG) has announced a registered direct offering to raise approximately $3 million by selling 12,000,000 of its Class A ordinary shares. The offering is priced at $0.25 per share, with an option for investors to purchase up to an additional 48,000,000 shares or pre-funded warrants within 30 days following the initial closing date, which is anticipated on February 19, 2026. This transaction, facilitated through a Securities Purchase Agreement with several investors, comes under an effective shelf registration statement filed with the U.S. Securities and Exchange Commission (SEC).
The shares are sold under a framework that includes the potential creation of pre-funded warrants at the same price point. This offering highlights JIADE’s proactive approach in securing capital to further its operations, particularly as the company provides comprehensive educational support services in China, focusing on adult education institutions through its Kebiao Technology Educational Administration Platform (KB Platform). This platform enhances various aspects of educational management, including enrollment and student tracking, and caters to a growing demographic in the adult education sector.
Univest Securities, LLC serves as the sole placement agent for the offering, and detailed information will be made available in a final prospectus supplement, which will be filed with the SEC. It is important to note that this announcement constitutes a cautious outlook, with forward-looking statements subject to market fluctuations and uncertainties. JIADE encourages investors to consider potential risks associated with the anticipated results. Overall, this fundraising initiative reflects the company's commitment to bolstering its operational capacity and expanding its market reach.
MWN-AI** Analysis
JIADE LIMITED's recent announcement of a $3 million registered direct offering, priced at $0.25 per share for 12 million Class A ordinary shares, presents both potential risks and opportunities for investors. This capital infusion reflects the company's commitment to enhancing its financial position and growth prospects amidst the rapidly evolving educational technology landscape in China.
The raise aims to strengthen the company's operational capabilities, particularly as it focuses on expanding its software-driven educational support services, which cater to adult education institutions. JIADE has supported a substantial number of students and institutions, aggregating its market position. As such, this funding could facilitate further investments in technology and service development, potentially leading to improved market penetration and customer retention.
However, investors should remain cautious regarding potential dilution effects; the authorized additional closing of up to 48 million shares may create further pressure on the stock price if demand does not match supply. The placement is structured as a registered offering, which provides existing shareholders with some reassurance regarding compliance and transparency, but the success of the offering depends on market conditions and investor appetite.
Investors should conduct thorough due diligence, considering the fundamentals of JIADE's business model and its strategic plans for deploying the capital raised. Additionally, as the company operates in a niche sector of adult education, monitoring broader trends in this market segment will be crucial.
In conclusion, while the capital raise might bolster JIADE’s operational growth, the potential for share dilution and market fluctuations necessitates a cautious investment approach. Monitoring upcoming earnings reports and market feedback on the issuance will be key for making informed investment decisions regarding JDZG.
**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.
Chengdu, China, Feb. 18, 2026 (GLOBE NEWSWIRE) -- JIADE LIMITED (NASDAQ: JDZG) (the “Company”), today announced that it has entered into an agreement (the “Securities Purchase Agreement”) with several investors for the purchase and sale of 12,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Shares”) (or pre-funded warrants in lieu thereof) at a purchase price of $0.25 per Share in a registered direct offering (the “Offering”). The purchase price for the pre-funded warrants is identical to the purchase price for Shares, less the exercise price of $0.0001 per share. Pursuant to the Securities Purchase Agreement, entered into between the Company and certain investors with respect to the Offering, the Company and the investors have agreed to additional closings of up to 48,000,000 Shares on or before the 30th calendar day anniversary of the Initial Closing Date (as defined below), if the investors exercise their option to purchase additional Shares (or pre-funded warrants in lieu thereof) by delivery of one or more written notices.
The gross proceeds to the Company of the Offering are expected to be approximately $3 million. The transaction is expected to close on or about February 19, 2026 (the “Initial Closing Date”), subject to the satisfaction of customary closing conditions. The Shares (or pre-funded warrants in lieu thereof) were sold pursuant to a shelf registration statement (the “Registration Statement”) on Form F-3 (File No. 333- 292574) previously filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 13, 2026. The Company may hold one or more closings until the maximum numbers Shares (or pre-funded warrants in lieu thereof) are sold or the offering is terminated.
Univest Securities, LLC is acting as the sole placement agent.
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 JIADE LIMITED
JIADE LIMITED provides one-stop comprehensive education support services for adult education institutions in China. Through its subsidiaries, the Company offers software-driven and service-based solutions centered around the Kebiao Technology Educational Administration Platform (“KB Platform”), which streamlines enrollment, student management, learning progress tracking, grade inquiry, and graduation management. JIADE also provides auxiliary services such as pre-enrollment guidance, exam training, application support, tutoring, and exam administration. To date, the Company has supported more than 17 adult education institutions and approximately 80,000 students across China.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. 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. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update 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 in its other filings with the SEC.
For more information, please contact:
JIADE LIMITED
Investor Relations Department
Email: kebiao@sckbkj.com
Investor Relations
WFS Investor Relations Inc.
Email: services@wealthfsllc.com
Phone: +1 628 283 9214
FAQ**
What are the main factors that led JIADE LIMITED JDZG to pursue the sale of 12,000,000 Class A ordinary shares at a price of $0.25 each in this registered direct offering?
How does JIADE LIMITED JDZG plan to utilize the gross proceeds of approximately $3 million from this Offering to support its growth in the adult education market in China?
What measures does JIADE LIMITED JDZG have in place to ensure that the additional closings of up to 48,000,000 shares are successfully executed within the specified timeframe?
Given the risks associated with forward-looking statements, how does JIADE LIMITED JDZG plan to manage investor expectations regarding its growth and financial performance following this offering?
**MWN-AI FAQ is based on asking OpenAI questions about JIADE LIMITED (NASDAQ: JDZG).
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