U-BX Technology Ltd. Announces Closing of $4.55 Million Registered Direct Offering

U-BX Technology (NASDAQ: UBXG) announced closing a registered direct offering of 15,166,668 Units at $0.30 per Unit, for gross proceeds of approximately $4.55 million before fees and expenses.

Rhea-AI Summary

U-BX Technology (NASDAQ: UBXG) announced closing a registered direct offering of 15,166,668 Units at $0.30 per Unit, for gross proceeds of approximately $4.55 million before fees and expenses. Each Unit includes one Class A ordinary share and one warrant to purchase 0.3 share.

FT Global Capital served as lead placement agent and Kingswood Capital Partners as co-placement agent. The offering was made under the company’s Form F-3 shelf registration declared effective December 15, 2025.

Positive

• Raised approximately $4.55 million in gross proceeds
• Completed offering under an effective Form F-3 shelf registration
• Placement agents appointed: FT Global Capital and Kingswood Capital Partners

Negative

• Issued 15,166,668 new Class A shares, creating immediate dilution
• Issued warrants equal to 15,166,668 units, each exercisable for 0.3 share, adding potential further dilution
• Net proceeds will be reduced by placement agent fees and offering expenses

Argus Apr 28 session

-0.31% close to close Open Argus

Details

News Market Reaction – UBXG

On Apr 28, the day this news came out, UBXG closed 0.31% below the previous close.

Data tracked by StockTitan Argus for the Apr 28 session.

Market Context

This announcement confirms closing of a registered direct offering of 15,166,668 Units at $0.30 each...

Analysis

This announcement confirms closing of a registered direct offering of 15,166,668 Units at $0.30 each, generating about $4.55 million in gross proceeds and roughly $4,073,250 net. The related 424B5 details Warrants for up to 4,550,002 shares and an estimated 87% potential increase in outstanding stock if certain options are exercised. Against the backdrop of a $50,000,000 Form F-3 shelf and prior weak financial results, investors may watch future capital-raising steps and dilution levels closely.

Key Figures

Units sold: 15,166,668 Units Offering price: $0.30 per Unit Gross proceeds: $4.55 million +5 more

Units sold

15,166,668 Units

Registered direct offering just closed

Offering price

$0.30 per Unit

Registered direct offering terms

Gross proceeds

$4.55 million

Registered direct offering before fees and expenses

Warrant coverage

0.3 share per Warrant

Each Unit includes a Warrant for 0.3 Class A share

Warrant shares

4,550,002 shares

Class A Ordinary Shares issuable upon Warrant exercise

Net proceeds

$4,073,250

Estimated net from offering after fees and expenses

Potential share increase

87%

Estimated increase if Zero Exercise Price Option fully utilized

Shelf capacity

$50,000,000

Maximum under Form F-3 shelf registration filed Nov 26, 2025

Previous Offering Reports

1 past event · Latest: Apr 27

Same Type 1 event

1. Apr 27

   Registered offering pricing

   24h Move

   -14.5%

   Pricing of registered direct offering of units under Form F-3 shelf.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct offering, warrant, shelf registration statement, form f-3, +1 more

5 terms

registered direct offering financial

"announced the closing of its previously announced registered direct offering with several investors"

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.

warrant financial

"and (ii) one warrant (each, a “Warrant”) to purchase 0.3 of a Class A Ordinary Share"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

shelf registration statement regulatory

"pursuant to a “shelf” registration statement on Form F-3 (File No. 333-291797)"

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.

form f-3 regulatory

"registration statement on Form F-3 (File No. 333-291797) filed by the Company"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

prospectus supplement regulatory

"The offering was made only by means of a prospectus supplement and accompanying prospectus."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

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

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Beijing, China, April 28, 2026 (GLOBE NEWSWIRE) -- U-BX Technology Ltd. (NASDAQ: UBXG) (the “Company”), a leading company providing value-added services using artificial intelligence-driven technology to businesses within the insurance industry, including insurance carriers and brokers, today announced the closing of its previously announced registered direct offering with several investors for the sale and purchase of an aggregate of 15,166,668 Units of the Company’s securities at a combined purchase price of $0.30 per Unit in a registered direct offering. Each Unit consists of (i) one Class A ordinary share, par value $0.0016 per share (the “Class A Ordinary Shares”), and (ii) one warrant (each, a “Warrant”) to purchase 0.3 of a Class A Ordinary Share. 

The gross proceeds to the Company from the registered direct offering are estimated to be approximately $4.55 million, before deducting the placement agent’s fees and other estimated offering expenses.

FT Global Capital, Inc. acted as the lead placement agent for the offering; Kingswood Capital Partners, LLC acted as co-placement agent for this offering.

Concord & Sage PC acted as counsel to the Company.

The offering of the securities described above were offered by the Company pursuant to a “shelf” registration statement on Form F-3 (File No. 333-291797) filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) and declared effective by the SEC on December 15, 2025, and the accompanying prospectus contained therein.

The offering was made only by means of a prospectus supplement and accompanying prospectus. The prospectus supplement describing the terms of the public offering was filed with the SEC. Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained on the SEC’s website at http://www.sec.gov or by contacting FT Global Capital Inc., 1688 Meridian Avenue Suite 700, Miami Beach, FL 33139 USA. For more detailed description of the securities in this offering please refer to the Company’s SEC filings at: https://www.sec.gov/edgar/search/#/ciks=0001888525&entityName=U-BX%2520Technology%2520Ltd.%2520(UBXG)%2520(CIK%25200001888525)

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About the Company

Headquartered in Beijing, U-BX Technology Ltd. is a provider of insurance technology in China. The Company focuses on providing value-added services using artificial intelligence-driven technology to businesses within the insurance industry. The Company’s services and products primarily include: 1) Digital promotion services. The Company helps institutional clients boost their social media visibility and generate revenue through consumer engagement and client promotions. 2) Risk assessment services. The Company has developed a unique algorithm named “Magic Mirror” that calculates payout risks for auto insurance coverage based on vehicle information. Insurance carriers purchase the personalized risk reports generated by the algorithm. Magic Mirror utilizes AI and optical character recognition technology to produce detailed risk assessments, including accident likelihood, potential claims, and estimated settlement amounts. and 3) Value-added bundled benefits to insurance carriers. The benefits packages include auto maintenance services, auto value added services, vehicle moving notification services etc. For more information, please visit: https://www.u-bx.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 the Company’s current expectations and projections about future events 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”, “is/are likely to”, “potential”, “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any 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 other filings with the SEC.

For more information, please contact:

pr@u-bx.com

FAQ

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

How much did UBXG raise in the April 28, 2026 registered direct offering?

Approximately $4.55 million in gross proceeds. According to the company, proceeds are before deducting placement agent fees and other offering expenses.

What securities did UBXG sell in the registered direct offering on April 28, 2026?

UBXG sold 15,166,668 Units at $0.30 per Unit. According to the company, each Unit includes one Class A ordinary share and one warrant to purchase 0.3 share.

Who served as placement agents for UBXG’s April 2026 offering (UBXG)?

FT Global Capital acted as lead placement agent and Kingswood Capital Partners as co-placement agent. According to the company, Concord & Sage PC served as counsel.

Will UBXG’s offering cause dilution for current shareholders?

Yes. The company issued 15,166,668 new Class A shares and accompanying warrants. According to the company, warrants allow purchase of 0.3 share each, creating potential additional dilution if exercised.

Where can investors find the prospectus supplement for UBXG’s April 28, 2026 offering?

The prospectus supplement is filed with the SEC and available on the SEC website. According to the company, copies can also be requested from FT Global Capital Inc.