Item 1.01. Entry into a Material Definitive Agreement On May 28, 2026, AirJoule Technologies Corporation (the “ Company ”) entered into a Securities Purchase Agreement (the “ Purchase Agreement ”) with certain institutional investors (the “ Investors ”), pursuant to which the Company agreed to sell to the Investors, and the Investors agreed to purchase from the Company, through a registered direct offering (the “ Offering ”) subject to and upon the terms and conditions set forth therein, 3,658,536 shares of its Class A common stock, par value $0.0001 per share (the “ Common Stock ”). The offering price per share of Common Stock is $4.10. The Offering is expected to close on June 1, 2026. The material terms of the Offering are described in the final prospectus supplement, dated May 28, 2026 (the “ Prospectus Supplement ”), which was filed by the Company with the U.S. Securities and Exchange Commission (the “ Commission ”) on June 1, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “ Securities Act ”). As described in the Prospectus Supplement, the net proceeds from the Offering are expected to be approximately $14.2 million, after deducting the placement agent ’ s fees and estimated Offering expenses. The Company intends to use the net proceeds of the Offering for the commercialization of its AirJoule Core and Prime systems and for general corporate purposes. Pursuant to the Purchase Agreement, the Company has agreed not to sell, transfer or otherwise dispose of any shares of Common Stock or debt securities of the Company for a period beginning from the date of the Purchase Agreement and ending 30 days after the closing date of the Offering without first obtaining the written consent of the Placement Agent (as defined below), subject to certain exceptions. The Purchase Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Investors against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Investors may be required to make because of any of those liabilities. In connection with the Offering, the Company also entered into a Placement Agency Agreement (the “ Placement Agency Agreement ”), dated as of May 28, 2026, with Titan Partners Group LLC, a division of American Capital Partners, LLC (the “ Placement Agent ”), pursuant to which the Placement Agent agreed to serve as the sole placement agent for the issuance and sale of the shares of Common Stock pursuant to the Purchase Agreement. The foregoing descriptions are qualified in their entirety by reference to the full text of the Purchase Agreement and the Placement Agency Agreement, which are attached as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference. A copy of the legal opinion of Latham & Watkins LLP relating to the validity of the issuance and sale of the Common Stock in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.
AIRJ Airjoule Technologies Corp. - 8-K
Accession
0001193125-26-2498571.015.077.019.01
Item 1.01 - Entry into a Material Definitive Agreement
510 words
Item 5.07 - Submission of Matters to a Vote of Security Holders
160 words
Item 5.07. Submission of Matters to a Vote of Security Holders The 2026 Annual Meeting of Shareholders of the Company was held on May 28, 2026 (the “ Annual Meeting ”). At the Annual Meeting, the shareholders of the Company (i) elected two Class II directors to the Board for a term of three years expiring at the Company’s annual meeting of shareholders to be held in 2029, or, for each, until his or her successor is duly elected and qualified (the “ Director Election Proposal ”) and (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “ Auditor Ratification Proposal ”). The voting results for each proposal were as follows: Proposal 1: Director Election Proposal For Withheld Broker Non-Votes Thomas E. Murphy 42,201,240 80,539 10,090,600 Denise B. Sterling 42,159,639 122,140 10,090,600 Proposal 2: Auditor Ratification Proposal For Against Abstain 52,357,868 11,878 2,633
Item 7.01 - Regulation FD Disclosure
126 words · Exhibit 99.1 attached
Item 7.01. Regulation FD Disclosure On May 28, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific referencing in such filing.
Exhibit 99.1 · 992 words
EX-99.1 5 airj-ex99_1.htm EX-99.1 Exhibit 99.1 AirJoule Technologies Announces $15.0 Million Registered Direct Offering of Common Stock Net proceeds expected to fully fund the Company into 2028 and support the commercialization of the AirJoule TM Core and Prime systems RONAN, Mont., May 28, 2026 - AirJoule Technologies Corporation (NASDAQ: AIRJ) (“AirJoule Technologies” or the “Company”), a leading platform technology that unleashes the power of water from air, today announced that it has entered into a definitive securities purchase agreement with certain institutional investors for the purchase and sale of an aggregate of 3,658,536 shares of its common stock in a registered direct offering. The offering is expected to result in gross proceeds of approximately $15.0 million, before deducting placement agent fees and other offering expenses. The closing of the offering is expected to occur on or about June 1, 2026, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for the commercialization of its AirJoule Core and AirJoule Prime systems and for general corporate purposes. Together with the Company’s existing cash on hand, the net proceeds from this offering are expected to fully fund the Company into 2028. “This raise reflects the continued confidence of long-term institutional investors in AirJoule’s commercialization roadmap,” said Matt Jore, Chief Executive Officer of AirJoule Technologies. “We are positioned to deliver on our path from validated field performance to commercial deployment, and to capitalize on the substantial opportunities emerging across our target water and energy markets.” Titan Partners, a division of American Capital Partners, is acting as the sole placement agent for the offering. The offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-291527) previously filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2025, and declared effective by the SEC on November 21, 2025. The shares of common stock are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement and accompanying prospectus relating to, and describing the terms of, the offering will be filed with the SEC and will be available for free on the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and accompanying prospectus may also be obtained, when available, by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 49th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at [email protected]. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. About AirJoule Technologies Corporation AirJoule Technologies Corporation (NASDAQ: AIRJ) is a leading platform technology that unleashes the power of water from air. Through its joint venture with GE Vernova and in partnership with Carrier Page 1 of NUMPAGES2 Global Corporation, the Company is freeing the world of its water and energy constraints by delivering groundbreaking sorption technologies. Forward Looking Statements The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding AirJoule Technologies and its future financial and operational performance, as well as its strategy, future operations, estimated financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, including any oral statements made in connection therewith, the words “may,” “should,” “will,” “expect,” “might,” “plan,” “anticipate,” “could,” “intend,” “target,” “goal,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “positioned,” “seek,” “would” or “continue” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, AirJoule Technologies expressly disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements herein, to reflect events or circumstances after the date of this press release. AirJoule Technologies cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond AirJoule Technologies’ control. These risks include, but are not limited to, our ability to implement business plans and forecasts, including the ability to develop, deploy and commercialize our technology and equipment, risks related to our arrangements with strategic partnerships and other third parties; the availability and cost of materials needed to develop, deploy and commercialize our technology and equipment, our status as an early stage company with limited operating history, and the other risks and uncertainties described in our SEC filings including the “Risk Factors” section of our most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. AirJoule Technologies’ SEC filings are available publicly on the SEC’s website at www.sec.gov, and readers are urged to carefully review and consider the various disclosures made in such filings. Contacts Investor Relations & Media: Tom Divine, Vice President, Investor Relations and Finance [email protected] Page 2 of NUMPAGES2
Item 9.01 - Financial Statements and Exhibits
88 words
Item 9.01 Financial Statements and Exhibits 5.1 Opinion of Latham & Watkins LLP 10.1 Securities Purchase Agreement, dated May 28, 2026, by and between the Company and the Investors. 10.2 Placement Agency Agreement, dated May 28, 2026, by and between the Company and Titan Partners Group LLC, a division of American Capital Partners, LLC. 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1) 99.1 Press Release of AirJoule Technologies Corporation, dated May 28, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).