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

Rhea-AI Summary

U-BX Technology (NASDAQ: UBXG) priced a registered direct offering of Units at $0.30 per Unit, where each Unit includes one Class A ordinary share and a warrant to purchase 0.3 share. Gross proceeds are expected to be approximately $4.55 million.

The offering is expected to close on or about April 29, 2026, subject to customary closing conditions. FT Global Capital is exclusive placement agent; Kingswood Capital Partners is co-placement agent. Net proceeds will be used for general corporate and working capital purposes. The securities are offered under an effective Form F-3 registration (File No. 333-291797) declared effective December 15, 2025.

Positive

• $4.55 million gross proceeds expected from the registered direct offering
• Proceeds designated for general corporate and working capital purposes
• Offering executed under an effective Form F-3 registration (File No. 333-291797)

Negative

• Issuance of Class A shares and warrants creates potential share dilution for existing shareholders
• Offering price of $0.30 per Unit may reflect near-term capital need

News Market Reaction – UBXG

-14.51% 2.5x vol

9 alerts

-14.51% Session close to close

-53.4% Trough in 12 min

$31.80M Market Cap

2.5x Rel. Volume

In the Apr 27 session, UBXG declined 14.51%, reflecting a significant negative market reaction. Argus tracked a trough of -53.4% from its starting point during tracking. Our momentum scanner triggered 9 alerts that day, indicating moderate trading interest and price volatility. Trading volume was elevated at 2.5x the daily average, suggesting increased selling activity.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -14.5% in the session following this news. A negative reaction to the Offering wou...

Analysis

The stock dropped -14.5% in the session following this news. A negative reaction to the Offering would fit concerns around dilution, given Units priced at $0.30 plus warrants to buy additional shares, on top of already weak fundamentals such as $11.65 million in revenue and a $10.18 million net loss for the latest half-year. The broader $50,000,000 shelf registration adds further overhang potential if additional capital raises are pursued.

Key Figures

Offering size: $4.55 million Unit price: $0.30 per Unit Warrant coverage: 0.3 share per warrant +5 more

8 metrics

Offering size $4.55 million Gross proceeds from registered direct offering

Unit price $0.30 per Unit Combined offering price per Unit in the Offering

Warrant coverage 0.3 share per warrant Each Warrant to purchase 0.3 of a Class A Ordinary Share

Shelf capacity $50,000,000 Maximum securities under Form F-3 shelf registration

Revenue (H2 2025) $11.65 million Six months ended December 31, 2025

Prior revenue $17.29 million Comparable prior-year six-month period

Gross margin 0.3% Six months ended December 31, 2025

Net loss $10.18 million Six months ended December 31, 2025

Key Terms

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

5 terms

registered direct offering financial

"for the sales of the Company’s securities at a combined offering price of $0.30 per Unit 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.

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 an effective “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

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

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

"A prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC"

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 27, 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 that it has entered into a securities purchase agreement with several investors for the sales of the Company’s securities at a combined offering price of $0.30 per Unit in a registered direct offering (the “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 this Offering are expected to be approximately $4.55 million.

The Offering is expected to close on or about April 29, 2026, subject to customary closing conditions.

FT Global Capital, Inc. is acting as the exclusive placement agent for the offering; Kingswood Capital Partners, LLC is acting as co-placement agent for this offering.

The Company intends to use the net proceeds from this Offering for general corporate and working capital purposes.

The securities in the Offering are being offered pursuant to an effective “shelf” registration statement on Form F-3 (File No. 333-291797) previously filed with the U.S. Securities and Exchange Commission (the "SEC") and declared effective on December 15, 2025 under the Securities Act of 1933, as amended (the "Securities Act"). A prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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

What did U-BX Technology (UBXG) announce about the April 2026 registered direct offering?

U-BX Technology announced a registered direct offering of Units at $0.30 per Unit. According to U-BX Technology, each Unit includes one Class A share and a warrant to buy 0.3 share, with gross proceeds expected of about $4.55 million.

When will the UBXG registered direct offering close and who are the placement agents?

The offering is expected to close on or about April 29, 2026, subject to customary conditions. According to U-BX Technology, FT Global Capital is the exclusive placement agent and Kingswood Capital Partners is co-placement agent.

How will U-BX Technology (UBXG) use the net proceeds from the offering?

U-BX Technology intends to use net proceeds for general corporate and working capital purposes. According to U-BX Technology, no specific projects or acquisitions were identified in the announcement.

What securities are included in each Unit of the UBXG offering?

Each Unit contains one Class A ordinary share and one warrant exercisable for 0.3 of a Class A share. According to U-BX Technology, the warrant terms and exercise price will be detailed in the prospectus supplement.

Where can investors find the prospectus supplement and registration details for UBXG?

The prospectus supplement and accompanying prospectus will be filed with the SEC and available on www.sec.gov. According to U-BX Technology, the offering is made under Form F-3 (File No. 333-291797), declared effective December 15, 2025.