Basel Medical Group closes $7.98M stock offering

The warrants are immediately exercisable, and a zero-cash exercise could add 6,000,000 ordinary shares without additional cash to the company.

Rhea-AI Filing Summary

Basel Medical Group Ltd (BMGL) closed a registered direct offering of 6,000,000 units at US$1.33 per unit on October 9, 2026, generating US$7.98 million in gross proceeds and estimated net proceeds of approximately US$7.28 million. Each unit included one ordinary share and one Common Warrant to buy one ordinary share; no Pre-Funded Warrants were issued. The company intends to use all net proceeds for working capital, mergers and acquisitions, and other general corporate purposes.

Ordinary shares outstanding increased from 1,582,111 immediately before the offering to 7,582,111 immediately after closing; 6,000,000 Common Warrants were also issued. The warrants are immediately exercisable at 110% of the unit offering price and expire five years from issuance. If all are exercised on a zero-cash basis, 6,000,000 additional ordinary shares would be issued without additional cash to the company. The company, its executive officers and directors, and certain shareholders beneficially owning 5.0% or more before the offering are subject to 180-day lock-up restrictions, subject to exceptions and placement-agent consent provisions.

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Positive

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Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Full zero-cash exercise could issue 6,000,000 additional shares without payment to the company.

Filing Explained

For 180 days after the October 9, 2026 closing, the company agreed not to enter into or complete a financing or capital-raising transaction without the placement agent’s prior written consent, making additional financing during that period subject to that consent.

Key Figures

Units offered: 6,000,000 units Offering price: US$1.33 per Unit Gross proceeds: US$7.98 million +5 more

8 metrics

Units offered 6,000,000 units Registered direct offering closed October 9, 2026

Offering price US$1.33 per Unit Public offering price

Gross proceeds US$7.98 million Before commissions and offering expenses

Estimated net proceeds Approximately US$7.28 million Net proceeds from the offering

Ordinary shares outstanding before offering 1,582,111 shares Immediately prior to the offering

Ordinary shares outstanding after offering 7,582,111 shares Immediately upon completion of the offering

Common Warrants issued 6,000,000 warrants Each warrant may purchase one ordinary share

Shares upon zero-cash exercise of all warrants 6,000,000 additional Ordinary Shares Would be issued without additional cash to the company

Key Terms

registered direct offering, Common Warrant, zero cash exercise price option, lock-up agreements, +1 more

5 terms

registered direct offering financial

"registered direct offering of 6,000,000 units"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

Common Warrant financial

"Each Common Warrant is exercisable immediately"

A common warrant is a tradable security that gives its holder the right to buy a company’s common shares at a preset price for a limited time. It matters to investors because exercising warrants can dilute existing ownership and create leverage: holders can benefit if the stock rises above the preset price, while holders of original shares face potential reduction in their percentage stake, similar to more tickets being added to a raffle.

zero cash exercise price option financial

"by means of a zero cash exercise price option"

A contractual right to obtain company shares on exercise without making a cash payment of the strike price. Instead of the option holder handing over money, the company delivers fewer shares (or withholds a portion of the shares issuable) equal in value to the exercise price and any required tax withholding, or issues the net number of shares after offsetting the price. Practically this lets the holder convert options into equity with no out-of-pocket cost; structurally it is a form of cashless or net exercise and changes how many new shares are issued and how dilution and tax withholding are handled.

lock-up agreements financial

"entered into lock-up agreements in connection with the offering"

A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

Pre-Funded Warrants financial

"No Pre-Funded Warrants were issued in the offering"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

FAQ

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

How much did BMGL raise in its offering?

Basel Medical Group Ltd raised US$7.98 million in gross proceeds and estimated net proceeds of approximately US$7.28 million from 6,000,000 units priced at US$1.33 each. The offering closed on October 9, 2026.

What are the terms of BMGL's Common Warrants?

Each Common Warrant can purchase one ordinary share and is immediately exercisable at an exercise price equal to 110% of the public offering price per Unit. It expires five years from issuance. If all warrants are exercised using the zero-cash option, 6,000,000 shares would be issued without additional cash to the company.

What lock-up restrictions followed BMGL's offering?

For 180 days after closing, the company and its executive officers, directors, and certain shareholders beneficially owning 5.0% or more before the offering are restricted from disposing of or hedging ordinary shares and related securities without the placement agent's prior written approval, subject to exceptions. The company also agreed not to issue ordinary shares or enter into a financing or capital-raising transaction during that period without prior written consent.

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

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Available on EDGAR 10/13/2026 - 06:10 AM EDT Accepted by SEC EDGAR 10/13/2026 - 06:10 AM EDT 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 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

As announced by the Company, on October 7, 2026, Basel Medical Group Ltd (Nasdaq: BMGL), 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 in lieu thereof of the Company, and one warrant (“Common Warrant”), each to purchase one Ordinary Share. The offering of the Units was closed on October 9, 2026.

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, is US$7.98 million. The Company estimates that its net proceeds from this offering is 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) and will be freely tradeable without restriction following the closing of this offering.

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 has a total of 7,582,111 Ordinary Shares issued and outstanding and a total of 6,000,000 Common Warrants issued and outstanding, in the form furnished herewith as Exhibit 4.1.

On October 9, 2026, the Company issued a press release furnished herewith as Exhibit 99.1, announcing the closing 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		Form of Common Warrant
99.1		Press Release dated October 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.

Basel Medical Group Ltd
By:	/s/ Alton Chun How Neo
Name:	Alton Chun How Neo
Title:	Interim Chief Financial Officer
Date:	October 13, 2026

Exhibit 99.1

Basel Medical Group Ltd (BMGL) Closes Registered Direct Offering

Singapore, October 9, 2026 (GLOBE NEWSWIRE) — Basel Medical Group Ltd (Nasdaq: BMGL) (the “Company”) today closed its registered direct offering of 6,000,000 units, raising gross proceeds of US$7.98 million and estimated net proceeds of 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.

As previously announced, 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, each dated October 7, 2026, pursuant to which the Company issued and sold 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 in lieu thereof (defined below) of the Company, and one warrant (“Common Warrant”), each to purchase one Ordinary Share. No Pre-Funded Warrants were issued in the offering.

The Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “BMGL”. The Common Warrants will not be listed or quoted on any exchange. 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”).

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.

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 has a total of 7,582,111 Ordinary Shares issued and outstanding and a total of 6,000,000 Common Warrants issued and outstanding.

The executive officers, directors and certain shareholders beneficially owning 5.0% or more of the Company’s 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. acted as exclusive placement agent in connection with this offering. Sichenzia Ross Ference Carmel LLP acted as counsel to the Company regarding U.S. securities law matters. Hunter Taubman Fischer & Li LLC acted 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 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

Email: contact@baselmedical.com

Website: www.baselmedical.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 19.0 KB

Other Documents

• EX-4.1 EX-4.1 127.9 KB