Baosheng Media (BAOS) plans $12.5M Regulation S PIPE share issuance

Rhea-AI Filing Summary

Baosheng Media Group Holdings Limited entered into a subscription agreement for a private investment in public equity (PIPE), agreeing to sell 25,000,000 ordinary shares for a total of $12,536,125.

The PIPE includes 24,880,018 shares at $0.492 per share and 119,982 shares at $2.46 per share. The shares will be issued in an offshore transaction under Regulation S to non-U.S. investors and are not registered under the Securities Act. After closing, Baosheng Media will have 26,534,487 ordinary shares outstanding.

Positive

• Raises $12.5M of new capital: The company agreed to sell 25,000,000 ordinary shares for aggregate proceeds of $12,536,125, strengthening its cash position through a PIPE financing.

Negative

• Significant share dilution: Total ordinary shares outstanding will rise to 26,534,487 immediately after closing, indicating a large increase in share count that dilutes existing shareholders’ ownership percentages.

Insights

Capital markets analyst

Baosheng Media secures $12.5M via a highly dilutive offshore PIPE.

Baosheng Media has agreed to a PIPE financing, issuing 25,000,000 new ordinary shares for aggregate proceeds of $12,536,125. Most shares are priced at $0.492, with a smaller tranche at $2.46, reflecting negotiated terms with different investor groups.

Immediately after the PIPE closes, total ordinary shares outstanding will be 26,534,487, implying substantial dilution for existing holders. The transaction is conducted as an offshore offering under Regulation S to investors that are not U.S. persons, avoiding Securities Act registration requirements.

This capital raise increases Baosheng Media’s cash resources while significantly expanding its share count. Future disclosures in company filings may clarify how the new capital is deployed and whether any additional related financings are contemplated.

Key Figures

PIPE proceeds: $12,536,125 Shares in PIPE: 25,000,000 shares Lower-tier PIPE price: $0.492/share +3 more

6 metrics

PIPE proceeds $12,536,125 Aggregate purchase price for PIPE ordinary shares

Shares in PIPE 25,000,000 shares Ordinary shares to be issued in PIPE transaction

Lower-tier PIPE price $0.492/share Price for 24,880,018 ordinary shares

Higher-tier PIPE price $2.46/share Price for 119,982 ordinary shares

Post-PIPE shares outstanding 26,534,487 shares Ordinary shares issued and outstanding after closing

Par value per share $0.0096 Par value of each ordinary share

Key Terms

PIPE Transaction, Regulation S, Material Definitive Agreement, foreign private issuer, +1 more

5 terms

PIPE Transaction financial

"for an aggregate purchase price of $12,536,125 (the “PIPE Transaction”)."

A PIPE transaction is when a publicly traded company sells new shares or convertible securities directly to a select group of private investors, rather than through a public offering. It’s essentially a quick way for a company to raise cash, but it can dilute existing shareholders and often involves a price discount, so investors watch PIPEs for their potential impact on share value and ownership stakes—like a private top-up that changes the size of everyone’s slice of the pie.

Regulation S regulatory

"in reliance upon the exemption from the registration requirements of the Securities Act provided by Regulation S promulgated thereunder."

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Material Definitive Agreement regulatory

"Entry into a Material Definitive Agreement On June 5, 2026, Baosheng Media Group Holdings Limited..."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

foreign private issuer regulatory

"Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16..."

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

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.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/10/2026 - 05:00 PM Accepted by SEC EDGAR 06/10/2026 - 05:00 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 June 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 a Material Definitive Agreement

On June 5, 2026, Baosheng Media Group Holdings Limited, a Cayman Islands exempted company (the “Company”), entered into a subscription agreement (the “Subscription Agreement”) with certain investors (each an “Investor” and collectively, the “Investors”) relating to the issuance and sale of 25,000,000 ordinary shares (the “Purchased Shares”) of a par value of $0.0096 each of the Company (the “Ordinary Shares”), for an aggregate purchase price of $12,536,125 (the “PIPE Transaction”). The Purchased Shares consist of 24,880,018 Ordinary Shares sold at $0.492 per share and 119,982 Ordinary Shares sold at $2.46 per share.

Pursuant to the Subscription Agreement, the closing of the PIPE Transaction is expected to take place on a date mutually agreed by the Company and the Investors (the “Closing Date”).

The issuance of the Purchased Shares has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Purchased Shares are being issued in an offshore transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Regulation S promulgated thereunder. Each Investor has, severally and not jointly, represented to the Company that it is not a “U.S. Person” under Regulation S.

Immediately upon the closing of the PIPE Transaction and the Company’s issuance of the Purchased Shares to the Investors, the Company will have a total of 26,534,487 Ordinary Shares issued and outstanding.

The foregoing summary of the Subscription Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, a copy of which is furnished as Exhibit 10.1 hereto and incorporated by reference herein.

Incorporation by Reference

This report, including Exhibits 10.1 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		Subscription Agreement dated June 5, 2026

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:	June 10, 2026

FAQ

What financing transaction did Baosheng Media (BAOS) announce in this Form 6-K?

Baosheng Media agreed to a PIPE financing, selling 25,000,000 ordinary shares to certain investors for aggregate proceeds of $12,536,125. The shares are issued in a private offshore transaction under Regulation S rather than through a registered public offering.

At what prices are Baosheng Media (BAOS) shares being sold in the PIPE?

The PIPE includes two price tranches: 24,880,018 ordinary shares at $0.492 per share and 119,982 ordinary shares at $2.46 per share. These negotiated prices determine the total purchase amount of $12,536,125 for the transaction.

How will the PIPE affect Baosheng Media (BAOS) shares outstanding?

Immediately after the PIPE closes and the new shares are issued, Baosheng Media will have 26,534,487 ordinary shares issued and outstanding. This reflects a substantial increase in the company’s equity base and dilutes existing shareholders’ percentage ownership.

Is Baosheng Media’s (BAOS) PIPE registered under the U.S. Securities Act?

No. The new ordinary shares have not been registered under the Securities Act. They are being issued in an offshore transaction relying on Regulation S, and each investor has represented that it is not a U.S. person.

Who are the investors in Baosheng Media’s (BAOS) PIPE transaction?

The PIPE involves certain investors, each referred to individually as an Investor and collectively as the Investors. Each Investor has represented to Baosheng Media that it is not a “U.S. Person” under Regulation S for purposes of this offshore offering.

How is this Baosheng Media (BAOS) Form 6-K related to its Form F-3 shelf?

This report, including the Subscription Agreement as Exhibit 10.1, is deemed incorporated by reference into Baosheng Media’s Form F-3 registration statement (File No. 333-273720), becoming part of that shelf registration to the extent not later superseded.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 196.3 KB