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 September 2026
Commission
File Number: 001-42453
Park
Ha Biological Technology Co., Ltd.
901
& 901-2, Building C
Phase
2, Wuxi International Life Science Innovation Campus
196
Jinghui East Road
Xinwu
District, Wuxi, Jiangsu Province
People’s
Republic of China 214000
(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 ☐
Private
Placement Transaction
On
September 11, 2026, Park Ha Biological Technology Co., Ltd. (the “Company”) entered into a securities purchase agreement
(the “Securities Purchase Agreement”) with certain non-U.S. investors named therein (each, a “Purchaser” and
collectively, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers an aggregate of
1,080,000 Class A ordinary shares, par value US$0.008 per share (the “Class A Ordinary Shares”) through a private investment
in public equity (“PIPE”) at a price of $2.75 per Class A Ordinary Share. Purchasers of Class A Ordinary Shares in this PIPE
will also receive warrants to purchase in total 1,845,452 Class A Ordinary Shares (the “Warrants”, and the shares
issuable upon exercise of the Warrants, the “Warrant Shares”), resulting in aggregate gross proceeds to the Company of approximately
US$2,970,000, before deducting offering expenses.
The
Warrants are exercisable immediately upon issuance, have a term of five years from the date of issuance, and are exercisable at an exercise
price of US$1.1 per Warrant Share with each Warrant exercisable for two and one half Class A Ordinary Shares, subject to the terms and
conditions set forth therein. The Warrants are subject to customary anti-dilution provisions reflecting share dividends and splits or
other similar transactions.
The
closing of the PIPE occurred on September 11, 2026. The Company intends to use the net proceeds from the PIPE for general working
capital and corporate purposes.
The
Class A Ordinary Shares, the Warrants and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws, and were offered and sold in offshore transactions to non-U.S. persons in
reliance upon Regulation S promulgated under the Securities Act. The securities may not be offered, sold, pledged or otherwise transferred
in the United States or to, or for the account or benefit of, U.S. persons, absent registration under the Securities Act or an available
exemption from the registration requirements of the Securities Act, and in each case in accordance with applicable state securities laws.
During the applicable distribution compliance period under Regulation S, the securities may not be offered, sold, pledged or otherwise
transferred to, or for the account or benefit of, a U.S. person, other than pursuant to an effective registration statement or an available
exemption from registration under the Securities Act.
The
Securities Purchase Agreement and the form of Warrant contain customary representations, warranties, covenants and agreements of the
Company and the Purchasers, and customary indemnification obligations.
The
foregoing descriptions of the Securities Purchase Agreement and the Warrants do not purport to be complete and are qualified in their
entirety by reference to the full text of the form of Securities Purchase Agreement and the form of Warrant, which are filed as Exhibits
4.1 and 10.1, respectively, to this report on Form 6-K and are incorporated herein by reference.
This
report does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any offer, sale or
solicitation of any securities in any jurisdiction in which such offer, sale or solicitation would be unlawful.
Information
Contained in This Report on Form 6-K
The
information disclosed under this Form 6-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 4.1* |
|
Form of Warrant Agreement |
| 10.1* |
|
Form of Securities Purchase Agreement |
| * |
Certain
portions of the exhibit have been omitted pursuant to Item 601(a)(6) of Regulation S-K. The registrant hereby agrees to furnish a
copy of any omitted portion to the Securities and Exchange Commission upon request. |
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.
| |
Park
Ha Biological Technology Co., Ltd. |
| |
|
|
| Date:
September 11, 2026 |
By: |
/s/
Xiaoqiu Zhang |
| |
Name:
|
Xiaoqiu
Zhang |
| |
Title: |
Chief
Executive Officer, Chairperson of the Board of Directors |
