Baosheng Media sets up US$30M share sale facility

Rhea-AI Filing Summary

Baosheng Media Group Holdings Limited entered into a securities purchase agreement with High West Partners LLC, under which the company may, in its sole discretion, sell up to US$30,000,000 of ordinary shares to the investor from time to time until the maturity date in the agreement.

Pricing depends on purchase type: a Predetermined Purchase is at 85% of the lowest daily VWAP over five trading days; a VWAP Purchase is at 97% of the lowest daily VWAP over three trading days; and a Single Day Purchase is at the average of the three lowest traded prices on the purchase date. The investor agreed not to engage in short-selling or hedging of the ordinary shares before termination.

The company may terminate the arrangement at any time without cost or penalty, subject to its terms. Net proceeds will depend on timing, volume, and prices of share sales and are expected to be used for general corporate purposes, including working capital. The agreements are supported by a registration rights agreement and incorporation into an existing Form F-3 shelf via prospectus supplement.

Filing Explained

July 10, 2026 agreement allows up to $30,000,000 in share sales; no issuance or proceeds are reported, but completed sales would dilute existing holders.

This Form 6-K furnishes material information from Baosheng’s home market and discloses a new securities purchase agreement.

On July 10, 2026, Baosheng agreed that it may, in its sole discretion and subject to the agreement’s terms, sell and issue up to $30,000,000 of ordinary shares to High West Partners through the agreement’s maturity date.

The disclosed state is a capacity to issue, not a completed issuance; if shares are issued, the added share count would reduce existing holders’ percentage ownership.

The purchase price would be set by one of three formulas: 85% of the lowest five-day VWAP, 97% of the lowest three-day VWAP, or the average of the three lowest traded prices on a single purchase date.

The filing says net proceeds would depend on the frequency of sales, the number sold, and the sale prices, with expected use for general corporate purposes including working capital.

Baosheng also agreed to file a prospectus supplement covering shares issued under the agreement and the commitment shares, so this filing describes registration action to be taken rather than a reported share sale.

The key items not established here are the number of shares that may ultimately be sold, the actual sale prices, the timing of sales, and the resulting net proceeds.

Key Figures

Maximum facility size: US$30,000,000 Par value per ordinary share: US$0.0096 per share Predetermined Purchase discount: 85% +3 more

6 metrics

Maximum facility size US$30,000,000 Maximum aggregate amount of ordinary shares the company may sell under the securities purchase agreement

Par value per ordinary share US$0.0096 per share Par value of Baosheng Media Group Holdings Limited ordinary shares

Predetermined Purchase discount 85% Purchase price equals 85% of the lowest daily VWAP over five consecutive trading days

VWAP Purchase percentage 97% Purchase price equals 97% of the lowest daily VWAP over three consecutive trading days

Predetermined Purchase VWAP period five consecutive trading days Lookback period used to determine lowest daily VWAP for Predetermined Purchases

VWAP Purchase VWAP period three consecutive trading days Lookback period used to determine lowest daily VWAP for VWAP Purchases

Key Terms

securities purchase agreement, registration rights agreement, volume weighted average price, prospectus supplement, +1 more

5 terms

securities purchase agreement financial

"entered into a securities purchase agreement (the “Purchase Agreement”) with High West Partners"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

registration rights agreement financial

"entered into a registration rights agreement (the “Registration Rights Agreement”)"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

volume weighted average price financial

"85% of the lowest daily volume weighted average price (“VWAP”) of the Ordinary Shares"

The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

prospectus supplement regulatory

"agreed to file a prospectus supplement with the U.S. Securities and Exchange Commission"

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.

Form F-3 regulatory

"incorporated by reference into the registration statement on Form F-3 (File No. 333-273720)"

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.

FAQ

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

What did Baosheng Media Group (BAOS) agree with High West Partners LLC?

Baosheng Media Group entered a securities purchase agreement with High West Partners LLC, allowing Baosheng to sell, at its discretion, up to US$30,000,000 of ordinary shares over time, subject to pricing formulas and other conditions.

How much capital can Baosheng Media Group (BAOS) raise under the new arrangement?

Baosheng may sell and issue up to US$30,000,000 of ordinary shares to High West Partners LLC. Actual proceeds will depend on how frequently shares are sold, the number of shares sold, and the prices calculated under the agreement.

How is the share purchase price determined in Baosheng Media Group’s (BAOS) agreement?

The purchase price uses VWAP-based formulas: 85% of the lowest five-day VWAP for Predetermined Purchases, 97% of the lowest three-day VWAP for VWAP Purchases, and the average of the three lowest traded prices on the purchase date for Single Day Purchases.

What restrictions apply to High West Partners in the Baosheng Media Group (BAOS) deal?

High West Partners and its affiliates agreed not to engage in any direct or indirect short-selling or hedging of Baosheng’s ordinary shares at any time before the purchase agreement is terminated, limiting potential downward trading pressure linked to this facility.

How will Baosheng Media Group (BAOS) use proceeds from share sales to High West Partners?

Baosheng states that any net proceeds from selling ordinary shares under the purchase agreement will be used for general corporate purposes, including working capital, providing flexible funding for ongoing operations and corporate needs.

Can Baosheng Media Group (BAOS) terminate the securities purchase agreement?

Baosheng may elect to terminate the purchase agreement at any time without cost or penalty, subject to the agreement’s terms, giving the company flexibility to stop future share sales if conditions become unattractive.

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

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Accepted by SEC EDGAR 07/13/2026 - 02:30 PM Learn about SEC filing dates

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 July 2026

Commission File Number 001-39977

Baosheng Media Group Holdings Limited

East Floor 5

Building No. 8, Xishanhui

Shijingshan District, Beijing 100041

People’s Republic of China

+86-010-82088021

(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 x Form 40-F ¨

Entry into Material Definitive Agreements

On July 10, 2026, Baosheng Media Group Holdings Limited, a company formed under the laws of the Cayman Islands (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with High West Partners LLC (the “Investor”), under which, subject to the terms and conditions set forth therein, the Company may sell and issue, in its sole discretion, up to US$30,000,000 of the Company’s ordinary shares, par value US$0.0096 per share (the “Ordinary Shares”), to the Investor from time to time until the Maturity Date specified in the Purchase Agreement. In connection with the Purchase Agreement, the parties also entered into a registration rights agreement (the “Registration Rights Agreement”).

Pursuant to the Purchase Agreement, the Company agreed to file a prospectus supplement with the U.S. Securities and Exchange Commission, registering and covering the offering and sale of the Ordinary Shares issued under the Purchase Agreement as well as the Commitment Shares. 

The purchase price per Ordinary Share for each purchase under the Purchase Agreement will be determined as follows for the various categories of purchases contemplated by the Purchase Agreement: (i) for a “Predetermined Purchase”, 85% of the lowest daily volume weighted average price (“VWAP”) of the Ordinary Shares on the Nasdaq Capital Market over the five consecutive trading days ending on the applicable notice date; (ii) for a “VWAP Purchase”, 97% of the lowest daily VWAP over the three consecutive trading days beginning on the applicable notice date; and (iii) for a “Single Day Purchase”, the average of the three lowest traded prices of the Ordinary Shares on the applicable purchase date.

The Company may elect to terminate the Purchase Agreement at any time, without cost or penalty, subject to the terms of the Purchase Agreement. The Investor has agreed that neither it nor any of its agents, representatives or affiliates shall engage in or effect any direct or indirect short-selling or hedging of the Ordinary Shares during any time prior to the termination of the Purchase Agreement.

The Company’s net proceeds under the Purchase Agreement will depend on the frequency of sales and the number of shares sold to the Investor and the prices at which the Company sells shares to the Investor. The Company expects that any net proceeds it receives from such sales will be used for general corporate purposes, including working capital. 

The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of the Purchase Agreement and the Registration Rights Agreement, which are attached to this Report of Foreign Private Issuer on Form 6-K as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

This report shall not constitute an offer to sell or a solicitation of an offer to buy any Ordinary Shares, nor shall there be any sale of Ordinary Shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Incorporation by Reference

This report, including Exhibits 10.1, Exhibit 10.2 and Exhibit 23.1 hereto, shall be deemed to be incorporated by reference into the registration statement on Form F-3 (File No. 333-273720) of the Company, as amended, and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Securities Purchase Agreement, dated July 10, 2026, between Baosheng Media Group Holdings Limited and High West Partners LLC
10.2		Registration Rights Agreement, dated July 10, 2026, between Baosheng Media Group Holdings Limited and High West Partners LLC
23.1		Consent of GGF CPA LTD

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.

	Baosheng Media Group Holdings Limited
	By:	/s/ Lina Jiang
	Name:	Lina Jiang
	Title:	Chairwoman of the Board and Chief Executive Officer
	Date:	July 13, 2026

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 308.8 KB
• EX-10.2 EXHIBIT 10.2 90.2 KB

Financial & Certifications

• EX-23.1 EXHIBIT 23.1 2.6 KB