WF Holding Limited (NASDAQ:WFF) (the "Company"), today announced that it has entered into a definitive agreement with certain institutional investors for the purchase and sale of an aggregate of 12,000,000 ordinary shares of the company, par value $0.00025 per share (the "Shares") (or pre-funded warrants in lieu thereof), at a purchase price of $1.50 per share in a registered direct offering.

The Company also agreed to issue to the same investors 12,000,000 warrants (the "Warrants") with an exercise price of $1.50 per share. The Warrants will be immediately exercisable upon issuance and have a 1-year term from the date of issuance. Each warrant has a zero cash exercise option permitting the holder to acquire up to 9 ordinary shares.

The aggregate gross proceeds to the Company of this offering are expected to be approximately $18 million, before deducting placement agent fees and other offering expenses payable by the Company.

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