Netclass Technology Inc filed a Form 6-K with the SEC on November 6, 2026, disclosing the closing of a registered direct offering that raised approximately $1.2 million in gross proceeds through the sale of Class A ordinary shares, pre-funded warrants, and allocation rights.

Key Highlights

  • Gross proceeds: The company received approximately $1.2 million before deducting placement agent fees and estimated offering expenses.
  • Securities issued: 675,000 Class A ordinary shares at $0.40 per share and pre-funded warrants to purchase up to 2,325,000 Class A ordinary shares at $0.3875 each.
  • Allocation rights: 3,000,000 allocation rights were issued, allowing the holder to purchase up to 3,000,000 additional Class A ordinary shares and/or additional pre-funded warrants within 30 calendar days of the November 6, 2026 closing date.
  • Pre-funded warrants exercised: According to the filing, the pre-funded warrants "have been exercised in full as of the date of this Report."
  • Placement agent: Univest Securities, LLC acted as exclusive placement agent and will receive a cash fee equal to 7% of aggregate gross proceeds, plus up to $60,000 in expense reimbursement.
  • Use of proceeds: The company disclosed it intends to use net proceeds for general corporate purposes.

Netclass Technology Closes November 2026 Direct Offering at $0.40 Per Share

Netclass Technology Inc (NASDAQ:NTCL), a Singapore-based foreign private issuer, disclosed in a Form 6-K filed November 6, 2026 that it entered into a securities purchase agreement on November 5, 2026 with a single investor. The offering comprised four components: 675,000 Class A ordinary shares at a purchase price of $0.40 per share, pre-funded warrants covering up to 2,325,000 Class A ordinary shares priced at $0.3875 each, 3,000,000 allocation rights, and up to 3,000,000 additional Class A ordinary shares or additional pre-funded warrants issuable upon exercise of those allocation rights.

The offering closed on November 6, 2026, which the filing designates as the "Initial Closing Date." The company reported receiving approximately $1.2 million in gross proceeds before placement agent fees and other offering expenses. The pre-funded warrants carry an exercise price of $0.0125 per Class A ordinary share and, according to the filing, were exercised in full as of the report date. The allocation rights permit the investor to purchase additional securities at the same prices on or before the 30th calendar day after the Initial Closing Date.

The securities were offered under a registration statement on Form F-3 (File No. 333-292458), initially filed December 29, 2025, amended February 9, 2026, and declared effective February 12, 2026, along with a prospectus supplement dated November 6, 2026. Univest Securities, LLC served as exclusive placement agent under a placement agency agreement dated November 5, 2026, earning a 7% cash fee on aggregate gross proceeds and reimbursement of legal and other expenses not to exceed $60,000. The filing was signed by Chief Executive Officer Jianbiao Dai.

What Was Disclosed

Netclass Technology disclosed the terms, closing, and gross proceeds of a registered direct offering of Class A ordinary shares, pre-funded warrants, and allocation rights closed November 6, 2026, along with its placement agent arrangement with Univest Securities, LLC.