AGM Group agrees to up to $11M private share sale

Rhea-AI Filing Summary

AGM Group Holdings Inc. (AGMH) entered into a share purchase agreement with an investor on September 17, 2026, under which it agreed to issue and sell Class A ordinary shares in a private placement at a purchase price of US$0.6305 per share, for aggregate gross proceeds of up to US$11.0 million.

The Class A ordinary shares have a par value of US$0.05 per share, and the transaction is structured as a private offering subject to applicable securities law restrictions. The agreement itself is provided as an exhibit, and the company includes standard forward-looking statement and securities law disclaimers.

Filing Explained

The agreement sets a ceiling, not completed financing: up to US$11.0 million of shares could dilute holders, but issuance and proceeds are unreported.

As a Form 6-K, this report furnishes material information published in the issuer’s home market; it records an agreement dated September 17, 2026, to issue and sell up to US$11.0 million of Class A ordinary shares in a private placement, creating potential dilution for existing holders if issued. The current state is an agreed transaction, not reported completion: the filing does not state that shares were issued or proceeds received.

A private placement is a sale of securities to selected investors outside a public offering. Here, the filing labels the transaction private, while separately stating that the report itself is not an offer to sell or a solicitation, so the disclosure is not evidence of a completed sale.

The report does not state the number of shares, use of proceeds, or resulting dilution; therefore, the ownership effect cannot be sized from this disclosure.

The full Purchase Agreement is Exhibit 10.1, and the report says its description is incomplete and qualified by that agreement, making its detailed conditions and mechanics the relevant items to review.

Key Figures

Maximum aggregate gross proceeds: US$11.0 million Purchase price per share: US$0.6305 per share Par value per Class A ordinary share: US$0.05 per share +1 more

4 metrics

Maximum aggregate gross proceeds US$11.0 million Potential total proceeds from the private placement of Class A ordinary shares

Purchase price per share US$0.6305 per share Price for each Class A ordinary share sold to the investor

Par value per Class A ordinary share US$0.05 per share Par value of the Class A ordinary shares to be issued

Agreement date September 17, 2026 Date AGM Group Holdings Inc. entered into the share purchase agreement

Key Terms

share purchase agreement, private placements, forward-looking, safe harbor

4 terms

share purchase agreement financial

"entered into a share purchase agreement with an investor"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

private placements financial

"aggregate gross proceeds of up to US$11.0 million in a private placements"

Private placements are sales of a company’s securities—such as shares or bonds—directly to a small group of selected investors rather than to the general public. Think of it like a private sale to a few buyers who negotiate terms, and it matters to investors because it changes a company’s cash position, can dilute existing ownership, alter control or voting power, and may affect share liquidity and market value when those securities eventually reach public markets.

forward-looking regulatory

"contains statements that may constitute “forward-looking” statements"

Forward-looking describes statements, estimates or projections about a company’s future performance, plans or expectations rather than past results. Like a weather forecast for a business, these predictions help investors form expectations and decide whether to buy, hold or sell, but they are not guarantees and can change if conditions differ from assumptions. Investors use them to gauge management’s strategy and potential risks and rewards.

safe harbor regulatory

"pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act"

Safe harbor is a rule that protects companies or individuals from legal trouble if they follow certain guidelines or procedures. It’s like having a safety net that allows them to act without fear of punishment, as long as they stick to the rules. This helps encourage honest behavior and clear standards in financial and legal activities.

FAQ

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

What financing transaction did AGMH announce in this Form 6-K?

AGMH announced a share purchase agreement with an investor for a private placement of Class A ordinary shares at US$0.6305 per share, with potential aggregate gross proceeds of up to US$11.0 million.

How much capital could AGMH (AGMH) raise from this private placement?

AGMH could raise aggregate gross proceeds of up to US$11.0 million through the private placement of its Class A ordinary shares to the investor under the share purchase agreement.

What is the purchase price per AGMH Class A ordinary share in this deal?

The purchase price per AGMH Class A ordinary share in the private placement is US$0.6305 per share, as set out in the share purchase agreement with the investor.

What is the par value of the AGMH Class A ordinary shares being sold?

The Class A ordinary shares that AGMH agreed to issue and sell have a par value of US$0.05 per share, with a purchase price of US$0.6305 per share in the private placement.

Is the AGMH share sale a public offering or a private placement?

The transaction is a private placement of AGMH Class A ordinary shares to an investor, and the company states that the report does not constitute an offer to sell or solicitation to buy in any jurisdiction where it would be unlawful.

When did AGMH enter into the share purchase agreement mentioned in the 6-K?

AGMH entered into the share purchase agreement with the investor on September 17, 2026, to issue and sell Class A ordinary shares in a private placement.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

Commission File Number: 001-38309

AGM GROUP HOLDINGS INC.

(Translation of registrant’s name into English)

c/o Creative Consultants (Hong Kong) Limited

Unit 2212, 22/F, CC Wu Building, 302-308 Hennessy Road

Wanchai, Hong Kong

+852-975-02047

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐

CONTENTS

On September 17, 2026, AGM Group Holdings Inc. (the “Company”) entered into a share purchase agreement (the “Purchase Agreement”) with an investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell Class A ordinary shares, par value US$0.05 per share, at a purchase price of US$0.6305 per share, for aggregate gross proceeds of up to US$11.0 million in a private placements.

The foregoing descriptions of the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreement, which are filed as Exhibits 10.1 to this Report on Form 6-K and incorporated herein by reference.

This report does not constitute an offer to sell, or the solicitation of an offer to buy, 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 the registration or qualification under the securities laws of any such state or jurisdiction.

Safe Harbor Statement 

This report contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about AGM Group Holdings Inc.’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in AGM Group Holdings Inc.’s filings with the SEC. All information provided in this report is as of the date of this report, and AGM Group Holdings Inc. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

1

Exhibit Index

Exhibit No.		Description
10.1		Form of Share Purchase Agreement

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 18, 2026	AGM GROUP HOLDINGS INC.
	By:	/s/ Bo Zhu
	Name:	Bo Zhu
	Title:	Chief Executive Officer and Director

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Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 325.4 KB