Netclass Technology Inc filed a Form 6-K with the SEC on November 4, 2026, disclosing the full repayment of a convertible promissory note originally issued in August 2025 and the cancellation of a related share reserve of 1,654,436 Class A ordinary shares.

Key Highlights

  • Full payoff: The company paid the Holder $949,323.78 on November 4, 2026, representing all outstanding principal, accrued and unpaid interest, fees, and other amounts owed under the Note.
  • Pre-Delivery Shares repurchased: The company repurchased 21,390 Pre-Delivery Shares at an aggregate purchase price of $267.38 and plans to cancel those shares.
  • Share reserve cancelled: A reservation of 1,654,436 Class A ordinary shares set aside for potential conversion of the Note has been cancelled, returning those shares to authorized but unissued status.
  • Prior conversions: From issuance through repayment, the Holder converted $1,629,000 of the Note into an aggregate of 1,696,379 Class A ordinary shares of the company.
  • Note originated August 4, 2025: The convertible promissory note had an original principal amount of $2,200,000 and was later extended to a maturity date of November 5, 2026.
  • Conversion rights terminated: Under an Acknowledgment signed November 3, 2026, the Holder agreed that all rights to convert the Note into ordinary shares have terminated.

Netclass Technology Closes Out $2.2 Million Convertible Note with Full Cash Settlement

According to the filing, Netclass Technology Inc (NASDAQ:NTCL) originally issued a convertible promissory note in the principal amount of $2,200,000 to an accredited investor on August 4, 2025, pursuant to a securities purchase agreement dated August 1, 2025. The company disclosed that the maturity date was subsequently extended to November 5, 2026, as reported in an earlier Form 6-K furnished on August 14, 2026.

On November 4, 2026, the company reported that it repaid the Note in full by paying the Holder $949,323.78, described in the filing as covering "all outstanding principal, accrued and unpaid interest, fees, and other amounts owed under the Note." Simultaneously, the company repurchased 21,390 Pre-Delivery Shares at an aggregate purchase price of $267.38, with a stated plan to cancel those shares. The filing notes that an Acknowledgment was entered into on November 3, 2026, under which the Holder confirmed full satisfaction of the company's obligations.

The filing further disclosed that between the note's issuance and its repayment, the Holder had converted $1,629,000 of the Note into an aggregate of 1,696,379 Class A ordinary shares of the company. With the repayment now complete, the reservation of 1,654,436 Class A ordinary shares previously set aside for future conversions has been cancelled, and those shares have, according to the filing, "returned to the status of authorized but unissued shares." The company signed the report through Chief Executive Officer Jianbiao Dai.

What Was Disclosed

Netclass Technology Inc disclosed the November 4, 2026 full repayment of a convertible promissory note for $949,323.78, the cancellation of a 1,654,436 Class A ordinary share reserve, the repurchase of 21,390 Pre-Delivery Shares, and the termination of all Holder conversion rights.