Baosheng Media (NASDAQ: BAOS) raises $665,600 in PIPE share subscription

Rhea-AI Filing Summary

Baosheng Media Group Holdings Limited entered into a subscription agreement for a private placement of 1,280,000 ordinary shares at $0.52 per share, raising $665,600 from ANRUITAI INVESTMENT LIMITED. The shares are issued offshore under Regulation S and are not registered under the U.S. Securities Act.

Upon closing, ANRUITAI INVESTMENT LIMITED will again become the company’s principal shareholder, and Baosheng Media will have 33,114,487 ordinary shares issued and outstanding. The 6-K and the subscription agreement are incorporated by reference into the company’s existing Form F-3 shelf registration statement.

Key Figures

Shares issued in PIPE: 1,280,000 shares Share price: $0.52 per share Aggregate proceeds: $665,600 +3 more

6 metrics

Shares issued in PIPE 1,280,000 shares Ordinary shares sold under subscription agreement

Share price $0.52 per share Subscription price for purchased shares

Aggregate proceeds $665,600 Total purchase price for PIPE transaction

Post-closing shares outstanding 33,114,487 shares Ordinary shares issued and outstanding after closing

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

Subscription Agreement date July 9, 2026 Date of agreement with ANRUITAI INVESTMENT LIMITED

Key Terms

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

5 terms

Material Definitive Agreement regulatory

"Entry into a Material Definitive Agreement On July 9, 2026, Baosheng Media..."

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.

Regulation S regulatory

"issued in an offshore transaction in reliance upon the exemption... 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.

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.

PIPE Transaction financial

"for an aggregate purchase price of $665,600 (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.

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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Available on EDGAR 07/09/2026 - 04:30 PM Accepted by SEC EDGAR 07/09/2026 - 04:30 PM Learn about SEC filing dates

FAQ

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

Baosheng Media disclosed a subscription agreement for a private placement of 1,280,000 ordinary shares at $0.52 per share, raising $665,600. The deal is with ANRUITAI INVESTMENT LIMITED, described as the original principal shareholder of the company.

How many Baosheng Media (BAOS) shares are being issued in the PIPE transaction?

The company is issuing 1,280,000 ordinary shares in the PIPE transaction. Each share has a par value of $0.0096 and is being sold at $0.52 per share to ANRUITAI INVESTMENT LIMITED under the subscription agreement.

What is the total cash Baosheng Media (BAOS) expects to receive from this share sale?

Baosheng Media expects to receive aggregate proceeds of $665,600 from selling 1,280,000 ordinary shares at $0.52 per share. This capital comes from ANRUITAI INVESTMENT LIMITED through a private placement structured as a PIPE transaction.

How will Baosheng Media’s (BAOS) share count change after the PIPE closing?

Immediately after closing and issuing the 1,280,000 new ordinary shares, Baosheng Media will have 33,114,487 ordinary shares issued and outstanding. This reflects the updated share count once the PIPE transaction has been completed as described.

Will ANRUITAI INVESTMENT LIMITED become Baosheng Media’s principal shareholder?

Yes. The company states that upon closing of the PIPE transaction, ANRUITAI INVESTMENT LIMITED will again become the principal shareholder. This results from its purchase of 1,280,000 newly issued ordinary shares under the subscription agreement.

Is Baosheng Media’s new share issuance registered under the U.S. Securities Act?

No. The issuance of the 1,280,000 purchased shares has not been registered under the U.S. Securities Act. The company relies on Regulation S, issuing the shares in an offshore transaction to an investor that represented it is not a U.S. person.

How does this 6-K relate to Baosheng Media’s Form F-3 shelf registration?

The company states this report and the subscription agreement exhibit are incorporated by reference into its Form F-3 registration statement (File No. 333-273720). They become part of that shelf registration from the filing date, unless later documents supersede them.

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 a Material Definitive Agreement

On July 9, 2026, Baosheng Media Group Holdings Limited, a Cayman Islands exempted company (the “Company”), entered into a subscription agreement (the “Subscription Agreement”) with ANRUITAI INVESTMENT LIMITED, the original principal shareholder of the Company (the “Investor”) relating to the issuance and sale of 1,280,000 ordinary shares (the “Purchased Shares”) of a par value of $0.0096 each of the Company (the “Ordinary Shares”), at $0.52 per share for an aggregate purchase price of $665,600 (the “PIPE Transaction”). Upon the closing of the PIPE Transaction, the Investor will again become the principal shareholder of the Company.

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. The Investor has 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 33,114,487 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 July 9, 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:	July 9, 2026

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 192.3 KB