ADM Tronics Unlimited, Inc. filed a Form 8-K on October 30, 2026, reporting that it entered into a Securities Purchase Agreement on October 26, 2026, and completed two closings of a private placement totaling $1,550,000 in gross proceeds by October 28, 2026.

Key Highlights

  • Initial Closing (October 27, 2026): The company issued 13,000,000 shares of common stock and warrants to purchase 6,500,000 shares to three purchasers, raising gross proceeds of $1,300,000.
  • Subsequent Closing (October 28, 2026): An additional 2,500,000 shares and warrants to purchase 1,250,000 shares were issued, generating gross proceeds of $250,000.
  • Offering terms: Common stock is priced at $0.10 per share, or pre-funded warrants at $0.099 each; accompanying warrants cover 50% of shares purchased.
  • Target proceeds: The private placement targets approximately $5.0 million in aggregate gross proceeds, subject to a maximum of $5.4 million, and terminates no later than December 31, 2026.
  • Legacy Business funding: Up to $500,000 of net proceeds is reserved for the existing device, chemical, and engineering business, with $200,000 already transferred to the company's operating account at the Initial Closing.
  • Reverse stock split commitment: The company agreed to use commercially reasonable efforts to effect a 1-for-20 reverse stock split by March 31, 2027.
  • Anchor Investor rights: Wasson Enterprise, LLC, Greg Wasson, and Greg Wasson's spouse collectively may designate one board director so long as they beneficially own at least 50% of the aggregate shares purchased by them at the closings.

ADM Tronics Private Placement: Terms, Closings, and Use of Proceeds

According to the filing, ADM Tronics Unlimited, Inc. (common stock quoted on the OTCQB Market) entered into a Securities Purchase Agreement on October 26, 2026, with certain accredited investors for a rolling private placement. The company disclosed that common stock is offered at $0.10 per share or, at a purchaser's election, pre-funded warrants at $0.099 per warrant, with accompanying warrants to purchase shares equal to 50% of the shares and pre-funded warrant shares acquired.

The filing states that the Initial Closing on October 27, 2026, required several conditions to be met, including reconstitution of the Board of Directors, execution of a Voting Agreement by the company and Andre' DiMino, the establishment of a segregated Designated Account for subscription proceeds, and delivery of an employment acknowledgment by Mr. DiMino. A Subsequent Closing followed on October 28, 2026. The company disclosed that additional subsequent closings may occur on a rolling basis, allowing existing and new investors to participate on the same terms, up to the offering's maximum of $5.4 million or such lesser amount as ensures sufficient authorized shares.

The company reported that net proceeds are intended for working capital, transaction costs, and expansion into "new deep technology areas." The Legacy Business - described as the company's existing device, chemical, and engineering operations - is to be reorganized into a wholly owned subsidiary once the company is satisfied that regulatory certifications will continue without lapse. The filing discloses that up to $500,000 will be made available to that subsidiary through purchases of Series A Redeemable Preferred Stock accruing a 4% cumulative dividend, redeemable from the subsidiary's excess cash. Purchasers investing $1,000,000 or more receive pro rata participation rights in subsequent company financings for 36 months after the last closing, according to the filing.

What Was Disclosed

ADM Tronics disclosed entry into a Securities Purchase Agreement on October 26, 2026, and the completion of two private placement closings by October 28, 2026, raising $1,550,000 in combined gross proceeds through the issuance of shares and warrants to accredited investors.