Tianci International, Inc. - Form 8-K Filing

Tianci International, Inc. (the "Company") announced on June 17, 2026, the consummation of a public offering of 4,055,000 units and 2,000,000 pre-funded units, generating aggregate gross proceeds of approximately $4.9 million before offering expenses. The net proceeds are intended for working capital and general corporate purposes. Each unit comprises one share of common stock and one common warrant. Pre-funded units consist of one pre-funded warrant and one common warrant. The pre-funded warrants are immediately exercisable at $0.001 per share, while common warrants are exercisable at $0.81 per share for three years. The filing details adjustments to exercise prices and share numbers in the event of stock splits, dividends, or dilutive issuances, with a floor price of $0.296 for common warrants. The Company also entered into a Securities Purchase Agreement and a Placement Agency Agreement with Maxim Group LLC, which acted as the placement agent. Directors and officers have agreed to lock-up periods. The offering was made under a Registration Statement declared effective by the SEC on June 15, 2026.