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 October 2026
Commission
File Number: 001-42527
Basel
Medical Group Ltd
6
Napier Road,
Unit
#02-10/11 Gleneagles Medical Centre
Singapore
258499
(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 ☐
Registered
Direct Offering of Basel Medical Group Ltd
On
October 7, 2026, Basel Medical Group Ltd, a British Virgin Islands business company (the “Company”), entered into a placement
agency agreement with Cathay Securities, Inc., as the placement agent (the “Placement Agent”), as well as a securities purchase
agreement with certain purchasers, pursuant to which the Company will issue and sell 6,000,000 units (the “Units”), at
a public offering price of US$1.33 per Unit, each consisting of one ordinary share, no par value per share (each an “Ordinary
Share” and collectively the “Ordinary Shares”) or one Pre-Funded Warrant (defined below) of the Company, and one warrant
(“Common Warrant”), each to purchase one Ordinary Share.
The
Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “BMGL”. The Common Warrants and Pre-Funded Warrants
will not be listed or quoted on any exchange. The total gross proceeds to the Company from the Offering, before deducting commissions
and offering expenses, will be US$7.98 million. The Company estimates that its net proceeds from this offering will be approximately
US$7.28 million. The Company intends to use all of the net proceeds from this offering for general working capital purposes,
mergers and acquisitions and other general corporate purposes. The Ordinary Shares issued and to be issued upon warrant exercise and
pursuant to this offering are registered pursuant to the Company’s effective registration statement on Form F-1 (File No. 333-298988)
and will be freely tradeable without restriction following the closing of this offering.
Each
Common Warrant is exercisable immediately on the date of issuance at an exercise price per share equal to 110% of the public offering
price of each Unit sold in this offering and will expire five years from the date of issuance. A holder of Common Warrants may, at any
time following the closing of this offering within the exercise period and in its sole discretion, exercise its Common Warrants in whole
or in part by means of a zero cash exercise price option, in which the holder will receive the number of Ordinary Shares that would be
issuable upon a cash exercise of the Common Warrant, without payment of additional consideration, or a total of 6,000,000 additional
Ordinary Shares in the aggregate. As a result, we will likely not receive any additional funds and do not expect to receive any additional
funds upon the exercise of the Common Warrants. If all of the 6,000,000 Common Warrants offered to investors in this offering are exercised
on a zero cash basis, an aggregate of 6,000,000 Ordinary Shares would be issued upon such zero cash exercise without payment to us of
any additional cash.
Each
purchaser who purchased Units that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% (or, at the election
of the holder, such limit may be increased to up to 9.99%) of our outstanding Ordinary Shares, were offered the opportunity to purchase
Units consisting of one pre-funded warrant (in lieu of one Ordinary Share, each a “Pre-Funded Warrant”) and one Common Warrant.
Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants
if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit
may be increased to up to 9.99%) of the number of Ordinary Shares outstanding immediately after giving effect to such exercise. Each
Pre-Funded Warrant will be exercisable for one Ordinary Share. The purchase price of each Unit that includes a Pre-Funded Warrant is
the final Unit offer price less US$0.01, and the remaining exercise price of each Pre-Funded Warrant will equal US$0.01 per share. The
Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time until
all of the Pre-Funded Warrants are exercised in full.
Immediately
prior to this offering, the Company had a total of 1,582,111 Ordinary Shares issued and outstanding. Immediately upon the completion
of the offering, the Company will have a total of 7,582,111 Ordinary Shares issued and outstanding and a total of 6,000,000
Common Warrants issued and outstanding.
The
Company and all of our executive officers, directors and certain shareholders beneficially owning 5.0% or more of our ordinary shares
prior to this offering have entered into lock-up agreements in connection with the offering. Under these agreements, the Company and
each of these persons may not, without the prior written approval of the Placement Agent, offer, sell, contract to sell or otherwise
dispose of or hedge Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares, subject to certain exceptions.
The restrictions contained in these agreements will be in effect for a period of 180 days for the Company and 180 days for the executive
officers, directors and such shareholders, after the date of the closing of this offering. The Company has agreed that, for a period
of 180 days following the closing date of this offering, it will not, without the prior written consent of the Placement Agent, directly
or indirectly issue, offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any Ordinary Shares or any
securities convertible into, exercisable for, or exchangeable for Ordinary Shares, other than a prospectus filed with the Commission
pursuant to Rule 424(b) in connection with this offering, supplements or amendments to registration statements or supplements previously
filed. The Company has also agreed that, during the same 180 days, it will not enter into or consummate any financing or capital-raising
transaction, including any equity line of credit, equity financing, convertible bond, convertible note, other equity-linked financing,
or variable rate transaction, without the prior written consent of the Placement Agent.
On
October 8, 2026, the Company issued a press release furnished herewith as Exhibit 99.1, announcing the pricing of the Offering.
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.
EXHIBITS
| Exhibit
No. |
|
Description |
| 4.1 |
|
Placement Agency Agreement dated October 7, 2026 between the Company and Cathay Securities, Inc. |
| 4.2 |
|
Form of Common Warrant |
| 4.3 |
|
Form of Pre-Funded Warrant |
| 4.4 |
|
Securities Purchase Agreement dated October 7, 2026 between the Company and the purchasers. |
| 99.1 |
|
Press
Release dated October 8, 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.
| Basel
Medical Group Ltd |
|
| |
|
|
| By: |
/s/
Alton Chun How Neo |
|
| Name: |
Alton
Chun How Neo |
|
| Title: |
Interim
Chief Financial Officer |
|
| |
|
|
| Date: |
October
8, 2026 |
|
Exhibit
99.1
Basel
Medical Group Ltd (BMGL) Prices Registered Direct Offering
Singapore,
October 8, 2026 (GLOBE NEWSWIRE) — Basel Medical Group Ltd (Nasdaq: BMGL) (the “Company”) today entered
into a placement agency agreement with Cathay Securities, Inc., as the placement agent (the “Placement Agent”), as well as
a securities purchase agreement with certain purchasers, pursuant to which the Company will issue and sell 6,000,000 units (the “Units”),
at a public offering price of US$1.33 per Unit, each consisting of one ordinary share with no par value (each an “Ordinary Share”
and collectively the “Ordinary Shares”) or one Pre-Funded Warrant (defined below) of the Company, and one warrant (“Common
Warrant”), each to purchase one Ordinary Share.
The
Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “BMGL”. The Common Warrants and Pre-Funded Warrants
will not be listed or quoted on any exchange. The total gross proceeds to the Company from the offering, before deducting commissions
and offering expenses, will be US$7.98 million. The Company estimates that its net proceeds from this offering will be approximately
US$7.28 million. The Ordinary Shares issued and to be issued upon warrant exercise and pursuant to this offering are registered
pursuant to the Company’s effective registration statement on Form F-1 (File No. 333-298988) (the “Registration Statement”)
and will be freely tradeable without restriction following the closing of this offering.
Each
Common Warrant is exercisable immediately on the date of issuance at an exercise price per share equal to 110% of the public offering
price of each Unit sold in this offering and will expire five years from the date of issuance. A holder of Common Warrants may, at any
time following the closing of this offering within the exercise period and in its sole discretion, exercise its Common Warrants in whole
or in part by means of a zero cash exercise price option, in which the holder will receive the number of Ordinary Shares that would be
issuable upon a cash exercise of the Common Warrant, without payment of additional consideration, or a total of 6,000,000 additional
Ordinary Shares in the aggregate. As a result, we will likely not receive any additional funds and do not expect to receive any additional
funds upon the exercise of the Common Warrants. If all of the 6,000,000 Common Warrants offered to investors in this offering are exercised
on a zero cash basis, an aggregate of 6,000,000 Ordinary Shares would be issued upon such zero cash exercise without payment to us of
any additional cash.
Each
purchaser who purchased Units that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% (or, at the election
of the holder, such limit may be increased to up to 9.99%) of our outstanding Ordinary Shares, were offered the opportunity to purchase
Units consisting of one pre-funded warrant (in lieu of one Ordinary Share, each a “Pre-Funded Warrant”) and one Common Warrant.
Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants
if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit
may be increased to up to 9.99%) of the number of Ordinary Shares outstanding immediately after giving effect to such exercise. Each
Pre-Funded Warrant will be exercisable for one Ordinary Share. The purchase price of each Unit that includes a Pre-Funded Warrant is
the final Unit offer price less US$0.01, and the remaining exercise price of each Pre-Funded Warrant will equal US$0.01 per share. The
Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time until
all of the Pre-Funded Warrants are exercised in full.
Immediately
prior to this offering, the Company had a total of 1,582,111 Ordinary Shares issued and outstanding. Immediately upon the completion
of the offering, the Company will have a total of 7,582,111 Ordinary Shares issued and outstanding and a total of 6,000,000
Common Warrants issued and outstanding.
The
Company and all of our executive officers, directors and certain shareholders beneficially owning 5.0% or more of our ordinary shares
prior to this offering have entered into lock-up agreements in connection with the offering. Under these agreements, the Company and
each of these persons may not, without the prior written approval of the Placement Agent, offer, sell, contract to sell or otherwise
dispose of or hedge Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares, subject to certain exceptions.
The restrictions contained in these agreements will be in effect for a period of 180 days for the Company and 180 days for the executive
officers, directors and such shareholders, after the date of the closing of this offering. The Company has agreed that, for a period
of 180 days following the closing date of this offering, it will not, without the prior written consent of the Placement Agent, directly
or indirectly issue, offer, sell, contract to sell, grant any option to purchase, or otherwise dispose of any Ordinary Shares or any
securities convertible into, exercisable for, or exchangeable for Ordinary Shares, other than a prospectus filed with the Commission
pursuant to Rule 424(b) in connection with this offering, supplements or amendments to registration statements or supplements previously
filed. The Company has also agreed that, during the same 180 days, it will not enter into or consummate any financing or capital-raising
transaction, including any equity line of credit, equity financing, convertible bond, convertible note, other equity-linked financing,
or variable rate transaction, without the prior written consent of the Placement Agent.
Cathay
Securities, Inc. is acting as exclusive placement agent in connection with this offering. Sichenzia Ross Ference Carmel LLP is acting
as counsel to the Company regarding U.S. securities law matters. Hunter Taubman Fischer & Li LLC is acting as U.S. securities counsel
for the placement agent.
The
securities described above are being offered pursuant to the Registration Statement, which was declared effective by the U.S. Securities
and Exchange Commission (the “SEC”) on September 29, 2026. The offering is being made only by means of a prospectus which
is a part of the Registration Statement. A preliminary prospectus relating to the offering has been filed with the SEC. Copies of the
final prospectus relating to the offering, when available, may be obtained from Cathay Securities, Inc., 40 Wall Street, Suite 3600,
New York, NY 10005, Attention: Shell Li, or by calling +1 855-939-3888, by email request to service@cathaysecurities.com.
Before
you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more complete information
about the Company and the offering. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy
any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable
exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state
or jurisdiction in which such offers, solicitations or sales would be unlawful prior to registration or qualification under the securities
laws of such state or jurisdiction. Any offers, solicitations, or offers to buy, or any sales of securities will be made in accordance
with the registration requirements of the Securities Act of 1933, as amended.
About
Basel Medical Group Ltd
Basel
Medical is a Singapore-based provider of orthopedic and trauma services, sports medicine, orthopedic procedures and surgery, as well
as neurosurgical treatments, executive health screening services, occupational medicine, rehabilitation, mental and women’s health
and general medical practices. Our operations are based in Singapore, with our clinics being located at Suntec City Mall, Macpherson
Road, Toa Payoh, Margaret Drive, Tampines, Gateway East and Gleneagles Medical Centre. Over the last 20 years, our group has forged strong
and lasting relationships with a wide corporation clientele, particularly those in the construction, marine and oil & gas industries,
which underpin our robust business model. As an medical service provider in Singapore with a track record of over 20 years, we are well-positioned
to ride the wave of growth opportunities in the private healthcare industry in Singapore and across Southeast Asia driven by ageing populations,
rising income levels, increasing private insurance coverage, increasing expenditure on healthcare, growing sports participation rate
and Singapore’s position as a premium destination for healthcare services in Asia. Our management and medical practitioner team
comprises a roster of orthopedic and neurosurgery specialists, general practitioners, corporate finance and healthcare partnership specialists.
Basel Medical Group Ltd serves as the holding company of our group and we conduct our operations through our operating subsidiaries based
in Singapore. For more information, please visit the Company’s website: www.baselmedical.com.
Forward-Looking
Statements
Certain
statements in this announcement are forward-looking statements, which involve known and unknown risks and uncertainties and are based
on the Company’s current expectations and projections about future events that may affect its financial condition, results of operations,
business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “aim”,
“anticipate”, “believe”, “estimate”, “expect”, “going forward”, “intend”,
“may”, “plan”, “potential”, “predict”, “propose”, “seek”, “should”,
“will”, “would” or other similar expressions in this press release. 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 filings with the SEC.
Media
Contact:
Basel
Medical Group Ltd
Phone: +65 6291 9188
E-mail: contact@baselmedical.com
Website: www.baselmedical.com
