NetClass Technology Inc Announces Pricing of $1.2 Million Registered Direct Offering

Placement agent fees and other offering expenses will reduce the estimated gross proceeds available to NetClass.

Rhea-AI Summary

NetClass Technology (NASDAQ: NTCL) has signed agreements with a single institutional investor for a registered direct offering of approximately $1.2 million.

The offering covers 3,000,000 Class A ordinary shares, or pre-funded warrants in their place, at $0.40 per share. Estimated gross proceeds are before placement agent fees and other estimated offering expenses. Closing is expected on or about November 6, 2026, subject to customary closing conditions. Univest Securities is the sole placement agent.

1 point · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Signed offering agreements provide estimated gross funding of approximately $1.2 million, with closing expected around November 6, 2026. 1.2× market cap

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.3,000,000 Class A ordinary shares, or pre-funded warrants in their place, at $0.40 per share dilute holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.Placement agent fees and other estimated offering expenses will reduce proceeds.

News Explained

If the offering closes with the 3,000,000 shares rather than pre-funded warrants, the higher share count would reduce existing holders’ percentage ownership; pre-funded warrants convert into shares when exercised.

Argus 15 min delay 239 alerts

-15.43% vs previous close $0.2740 last price 2138.2x rel. volume Open Argus

Details

Market Reaction – NTCL

-15.9% Trough in 1 hr 25 min

$0.27 – $1.26 Day Range

$724,151 Mkt Cap at Last Price

On Nov 5, the day this news came out, the latest delayed price for NTCL is 15.43% below the previous close. Argus tracked a trough of -15.9% from its starting point during tracking. Our momentum scanner has recorded 239 alerts for this stock so far that day. The latest delayed price is $0.27. Relative volume is exceptionally heavy at 2138.2x what this stock usually trades by this time of day.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Shares offered: 3,000,000 Class A Ordinary Shares Offering price: $0.40 per share Gross proceeds: Approximately $1.2 million +1 more

Shares offered

3,000,000 Class A Ordinary Shares

Registered direct offering; pre-funded warrants may be issued in lieu

Offering price

$0.40 per share

Registered direct offering

Gross proceeds

Approximately $1.2 million

Before placement agent fees and other estimated offering expenses

Expected closing

On or about November 6, 2026

Subject to customary closing conditions

Key Terms

registered direct offering, pre-funded warrants, shelf registration statement

3 terms

registered direct offering financial

"at an offering price of $0.40 per share in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"or pre-funded warrants in lieu thereof"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"made pursuant to a shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SINGAPORE and HONG KONG, Nov. 05, 2026 (GLOBE NEWSWIRE) -- NetClass Technology Inc (NASDAQ: NTCL) (the "Company"), a B2B smart education IT solutions provider with offices in Shanghai, Hong Kong, Singapore and Tokyo, today announced that it has entered into securities purchase agreements with a single institutional investor for the purchase and sale of 3,000,000 Class A Ordinary Shares (the "Shares") (or pre-funded warrants in lieu thereof), at an offering price of $0.40 per share in a registered direct offering (the "Offering").

The gross proceeds to the Company from the registered direct offering are estimated to be approximately $1.2 Million before deducting the placement agent’s fees and other estimated offering expenses. The offering is expected to close on or about November 6, 2026, subject to the satisfaction of customary closing conditions.

Univest Securities, LLC is acting as the sole placement agent.

The registered direct offering is being made pursuant to a shelf registration statement on Form F-3 (File No. 333-292458) previously filed by the Company with the U.S. Securities and Exchange Commission ("SEC") and became effective by on February 12, 2026. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Univest Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC's website at www.sec.gov.

About NetClass Technology Inc

NETCLASS TECHNOLOGY INC is a leading B2B smart education specialist with offices in Shanghai, Hong Kong, Singapore, and Tokyo, providing innovative IT solutions to schools, training institutions, corporations, public agencies, and other organizations. Our services include SaaS subscription services and application software development, with solutions spanning teaching and campus management, online teaching, examinations, epidemic prevention, data storage, EDC (Education Credit) blockchain systems, and lecturer evaluation services. Our mission is to deliver reliable, high-quality products that drive sustainable growth for our customers. For more information, please visit the Company's website: https://ir.netclasstech.com

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the U.S. Securities and Exchange Commission.

For investor and media inquiries, please contact:

NETCLASS TECHNOLOGY INC
Investor Relations
Email: ir@netclasstech.com

Jackson Lin
Lambert by LLYC
Phone: +1 (646) 717-4593
Email: jian.lin@llyc.global

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is NetClass Technology's registered direct offering, and what is the share price?

NetClass estimates gross proceeds of approximately $1.2 million from an offering priced at $0.40 per share. The agreements with a single institutional investor cover 3,000,000 Class A ordinary shares, or pre-funded warrants in their place. Gross proceeds exclude placement agent fees and other estimated offering expenses.

When is NetClass Technology's registered direct offering expected to close?

The offering is expected to close on or about November 6, 2026, subject to satisfaction of customary closing conditions.