TOYO Co., Ltd. has secured approximately $50 million in gross proceeds through a registered direct offering to fund the construction of a 1.5 GW heterojunction (HJT) solar cell manufacturing facility in the Houston metropolitan area, Texas. The solar manufacturing company entered into definitive agreements for the issuance and sale of 4,545,456 ordinary shares and warrants to purchase up to an equal number of shares. The combined purchase price is set at $11.00 per share and associated warrant, with warrants exercisable immediately at $13.20 per share and expiring five years after issuance.

The closing of the offering is anticipated on or about June 25, 2026, subject to customary closing conditions. Roth Capital Partners and H.C. Wainwright & Co. are acting as the exclusive co-placement agents for the transaction. The securities are being offered pursuant to a shelf registration statement (File No. 333-290952) filed with the Securities and Exchange Commission (SEC) on October 20, 2025, which became effective on November 9, 2025.

Offering Details

The financial structure of the registered direct offering is outlined below:

TOYO plans to allocate the net proceeds from the offering primarily to the development of its previously announced 1.5 GW HJT solar cell manufacturing facility. Remaining funds will be directed toward general corporate purposes. The company is positioning itself as a vertically integrated solar manufacturer, covering upstream wafer and silicon production, midstream solar cell production, and downstream photovoltaic module manufacturing.

TOYO Co., Ltd. has secured two master supply agreements with major U.S. solar energy developers for cumulative purchase orders of approximately $185.6 million. The agreements cover the supply of high-efficiency solar modules for commercial and utility-scale projects across Texas, New York, and Maine. This commitment underscores growing demand for TOYO's modules, which are designed to offer superior power output and optimized levelized cost of energy for large-scale assets.

The solar modules supplied under the agreements will be deployed across multiple project sites in Texas, New York, and Maine. These projects support the expansion and regional diversification of utility-scale clean solar energy generation in the United States.

Supply Chain and Compliance

TOYO will utilize its established non-Chinese wafer sourcing channels for all modules delivered under these contracts. This strategy mitigates supply chain risk by reducing exposure to geopolitical volatility and evolving tariff frameworks. Production will be executed across TOYO's designated manufacturing footprint to align with domestic content and FEOC (Foreign Entity of Concern)-compliance guidelines favored by U.S. project financing sources.

Financial Impact

The company stated that revenue associated with the purchase orders will be recognized as physical product deliveries are completed. This recognition will follow GAAP revenue recognition standards.

"Securing $185.6 million in cumulative new orders from two major U.S. renewable energy players is a validation of our operational credibility and commercial strategy," said Takahiko Onozuka, Chairman and Chief Executive Officer of TOYO. "Utility-scale buyers are increasingly prioritizing transparency, execution track record, and strict regulatory compliance. As a manufacturer structured from inception to meet rigorous U.S. standards, TOYO is well-positioned to serve as a long-term, assured partner to the domestic solar sector."

Agreement Details