HWH International Inc. 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On May 27, 2026, HWH International Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Smart Dynamics Technology Limited (the “Purchaser”), pursuant to which the Company agreed to sell (i) 20,000,000 (twenty million) shares of its Common Stock; and (ii) warrants to purchase up to 160,000,000 (one hundred and sixty million) shares of the Company’s common stock at an exercise price of $0.63 per share, exercisable immediately and expiring on August 10, 2030 (the “Common Stock Purchase Warrant”) for an aggregate purchase price of $10,000,000. The Securities Purchase Agreement was amended on June 8, 2026 (the “Amendment,” the transactions contemplated by the Securities Purchase Agreement, as amended, are referred to herein as the “PIPE”). The PIPE was approved by stockholders holding a majority of the Company’s common stock on June 12, 2026. The PIPE closed on August 10, 2026, and the Company issued the common stock and warrants described above. The above description of the terms and conditions of the Securities Purchase Agreement, the Common Stock Purchase Warrant, and the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of each, copies of which are included as exhibits hereto, incorporated by reference to Exhibits 10.2, 10.3 and 10.4 hereto.