WNW · Meiwu Technology Company Limited

Meiwu Technology Company Limited, a British Virgin Islands company, executed a Securities Purchase Agreement on May 5, 2026, committing to issue 25,000,000 ordinary shares at a fixed price of $0.626 per share, generating gross proceeds of $15,650,000. This private placement involves multiple purchasers acting severally, with closing to occur remotely once all transaction documents are executed and conditions precedent met, including accurate representations, performance of covenants, and absence of material adverse effects or trading suspensions. Purchasers must deliver their subscription amounts via wire transfer and execute 12-month lock-up agreements substantially in the form of Exhibit 10.2, which prohibit offering, selling, or disposing of the shares during the restriction period, with limited exceptions for gifts or transfers to affiliates under strict conditions. The transaction relies on exemptions from Securities Act registration under Section 4(a)(2) for private placements to accredited investors and Regulation S for offshore offerings, avoiding public registration requirements. This capital raise provides significant liquidity to the company, potentially supporting operations or growth initiatives, though specific use of proceeds is not disclosed. The lock-up provisions mitigate immediate selling pressure on the stock, offering investors some protection against dilution impact, while standard closing conditions address market and regulatory risks.