K Wave Media Ltd. (NASDAQ: KWM) raised a shade under $1 million from institutional investors in a registered direct offering priced on August 19, 2026, one day after Nasdaq closed a minimum bid price deficiency that the company had cured with a 1-for-30 reverse stock split.
The offering
Under a Placement Agency Agreement with D. Boral Capital LLC entered into on August 19, 2026, the company agreed to sell 526,314 ordinary shares directly to certain institutional investors at $1.90 per share, for aggregate gross proceeds of $999,996.60. The placement agent fee is $0.133 per share, or $69,999.76, equal to 7.0% of aggregate gross proceeds, leaving $929,996.84 before expenses. The company also agreed to reimburse D. Boral for certain specified expenses including legal fees, capped at $75,000 excluding third-party providers.
The offering is a best efforts placement. D. Boral is not purchasing shares, has no obligation to arrange purchases and has no authority to bind the company, and there is no escrow. Closing was expected on or about August 20, 2026 on a single settlement date, with delivery through The Depository Trust Company’s DWAC system.
The prospectus supplement was filed under Rule 424(b)(5) of the Securities Act of 1933, at 17 CFR 230.424, which governs the filing of prospectuses and the deadlines for supplements to an effective registration statement. It supplements a base prospectus dated July 9, 2026 under a shelf registration statement on Form F-3.
The reverse split behind the price
On August 3, 2026 the company effected a 1-for-30 reverse stock split of its issued and outstanding ordinary shares. The par value was not adjusted. The prospectus supplement warns that the accompanying base prospectus, dated July 9, 2026, does not reflect the split, so all share and per-share information in the base document is stated on a pre-split basis.
The compliance history sits in the incorporated base prospectus. On January 7, 2026 Nasdaq’s Listing Qualifications staff notified the company that, based on the closing bid price for the period from November 20, 2025 to January 6, 2026, it no longer met the continued listing requirement under Nasdaq Listing Rule 5550(a)(2) to maintain a minimum bid price of $1 per share. Under Nasdaq Listing Rule 5810©(3)(A) the company had a compliance period of 180 calendar days, until July 6, 2026. The document notes that a reverse stock split was the subject of shareholder approval at the annual general meeting scheduled for July 11, 2026.
On August 19, 2026 the company announced written notification from Nasdaq that for the 10 consecutive business days from August 4, 2026 through August 17, 2026 the closing bid price was $1.00 per share or greater, that compliance with Rule 5550(a)(2) was regained and that the matter is closed. Chief Executive Officer Ted Kim said a corporate name change to Nexus Advanced Technologies Inc was expected by the end of the following week, after which the shares would trade under the ticker NXAT.
The retracted at-the-market filing
Sixteen days before this placement, the company filed a different prospectus supplement. On August 3, 2026 a supplement was filed under Rule 424(b)(5) covering an at-the-market offering of up to $5,058,329 of ordinary shares under the same Form F-3. On August 4, 2026 the company told shareholders and the investing public that the supplement had been filed in error, that no equity distribution agreement had been entered into with D. Boral Capital LLC, that the offering was not proceeding, that no sales had been or would be made under it, and that the document “should be disregarded in its entirety”. The August 19 supplement repeats the retraction and states that it replaces and supersedes the earlier one.
Analysis: the price the buyers paid against the book they bought into
The dilution table is the part of this filing that repays reading. Net tangible book value as of August 18, 2026 was stated as approximately $-69,275,210, or approximately $-25.56 per ordinary share, on 2,710,253 shares outstanding. After the sale of 526,314 shares at $1.90 and after fees and estimated expenses, as adjusted net tangible book value would be approximately $-21.09 per share. The company presents that as an immediate increase of $4.47 per share to existing shareholders and an immediate dilution of $22.99 per share to new investors. Investors are paying $1.90 for a claim on a negative tangible book, and the arithmetic of that gap is disclosed on the face of the document.
The capital structure set out in the supplement carries further share issuance on exercise and conversion. The supplement lists 136,549 ordinary shares issuable on exercise of the SPA Warrants at a weighted average exercise price of $109.85, 1,677,903 shares issuable on conversion of the SPA Notes held by the Anson Funds, 328,274 shares issuable on exercise of the Public Warrants at $345.00, and 6,667 shares issuable on exercise of the Galaxy Warrants at $82.50. Against 2,710,253 shares outstanding, the conversion overhang from the SPA Notes alone is the largest single item, and its conversion terms are capped by a 4.99% beneficial ownership limit rather than by a floor price stated here. The warrant exercise prices, all far above the $1.90 placement price on a post-split basis, are the arithmetic residue of the 1-for-30 split.
Two points in the document do not line up, and are reported here as stated. The Use of Proceeds section states that net proceeds will be approximately $999,996.60 after deducting the placement agent’s fees and estimated offering expenses, while the fee table on the same document puts proceeds before expenses at $929,996.84. And the supplement describes the ordinary shares as having par value $0.003 per share, while the August 4 report describing the retracted at-the-market supplement describes them as par value $0.0001 per share. Neither point changes the number of shares sold or the $1.90 price. The fee table is the part of the document that sets out the placement agent fee arithmetic.
The scale of the raise against the shelf capacity is the last thing to note. Aggregate market value of ordinary shares held by non-affiliates, calculated under General Instruction I.B.5 of Form F-3, was $13,983,062, based on 2,157,880 shares held by non-affiliates and a price of $6.48, the highest closing sale price within the 60 days before the date of the supplement. The company states that during the prior 12 calendar month period it had not offered or sold any ordinary shares under that instruction. The last reported sale price on August 18, 2026 was $2.64. Proceeds are earmarked for general corporate purposes with no specific use designated, and the auditors’ report incorporated by reference, from Samil PricewaterhouseCoopers, contains an explanatory paragraph relating to the company’s ability to continue as a going concern.
What a careful reader watches next is whether the name and ticker change to Nexus Advanced Technologies Inc completes on the stated timetable, whether the terminating supplement for the retracted at-the-market programme is filed, and whether the bid price holds above $1.00 now that the deficiency file is closed.
