STOCK TITAN

Park Ha Biological raises $2.97M in PIPE

BYAH raised approximately $2.97 million in a Regulation S PIPE with attached five-year warrants to non-U.S. investors.

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Park Ha Biological Technology Co., Ltd. (BYAH) completed a Regulation S private investment in public equity (PIPE), selling 1,080,000 Class A ordinary shares at $2.75 per share to non-U.S. investors for aggregate gross proceeds of about $2,970,000 before expenses. Purchasers also received warrants to purchase 1,845,452 Class A ordinary shares, exercisable immediately for five years at an exercise price of $1.10 per share, with each warrant exercisable for two and one half Class A ordinary shares and subject to customary anti-dilution adjustments. The transaction closed on September 11, 2026, and the company intends to use net proceeds for general working capital and corporate purposes. The securities were issued in offshore transactions under Regulation S and are restricted from transfer to U.S. persons absent registration or an applicable exemption.

Positive

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Shares sold 1,080,000 Class A ordinary shares Sold in the PIPE transaction to non-U.S. investors
Share purchase price $2.75 per Class A ordinary share Price in the PIPE transaction
Gross proceeds $2,970,000 Aggregate gross proceeds from the PIPE before expenses
Warrant shares 1,845,452 Class A ordinary shares Maximum Class A ordinary shares issuable upon exercise of warrants
Warrant exercise price $1.10 per Warrant Share Exercise price of the warrants issued in the PIPE
Warrant term 5 years Term of the warrants from date of issuance
Closing date September 11, 2026 Date the PIPE transaction closed
Par value $0.008 per Class A ordinary share Par value of the Class A ordinary shares issued
private investment in public equity financial
"Class A ordinary shares through a private investment in public equity"
Private investment in public equity occurs when investors buy shares directly from a company that is publicly traded, often at an early stage or at a discount, instead of purchasing them on the open market. This allows investors to acquire a stake more quickly and with potentially better terms, which can influence the company's future growth and stability—making it an important option for those seeking to support or benefit from a company's development.
Regulation S regulatory
"offered and sold in offshore transactions to non-U.S. persons in reliance upon Regulation S"
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.
anti-dilution provisions financial
"The Warrants are subject to customary anti-dilution provisions reflecting share dividends"
Anti-dilution provisions are contract terms that protect an investor’s percentage ownership when a company issues new shares at a lower price than the investor originally paid. They work like an automatic recalculation of split pieces when a pie gets cut into more slices, preserving the investor’s relative stake and reducing unexpected losses of ownership and voting power, which matters because it affects potential control, future returns, and valuation of an investment.
distribution compliance period regulatory
"During the applicable distribution compliance period under Regulation S, the securities may not be offered"
warrants financial
"Purchasers of Class A Ordinary Shares in this PIPE will also receive warrants to purchase"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Offering Type private placement PIPE
Use of Proceeds General working capital and corporate purposes

FAQ

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

What capital did BYAH raise in the September 2026 PIPE transaction?

Park Ha Biological Technology Co., Ltd. raised approximately $2,970,000 in gross proceeds by selling 1,080,000 Class A ordinary shares at $2.75 per share to non-U.S. investors in a Regulation S PIPE that closed on September 11, 2026.

What securities were issued by BYAH in this PIPE offering?

The company issued 1,080,000 Class A ordinary shares and granted warrants to purchase 1,845,452 Class A ordinary shares. The shares have a par value of $0.008 each and were sold at $2.75 per share.

What are the key terms of the BYAH warrants issued in the PIPE?

The warrants are exercisable immediately, have a five-year term from issuance, and carry an exercise price of $1.10 per Warrant Share. Each warrant is exercisable for two and one half Class A ordinary shares and includes customary anti-dilution provisions.

How will BYAH use the proceeds from the PIPE financing?

Park Ha Biological Technology Co., Ltd. intends to use the net proceeds from the PIPE transaction for general working capital and corporate purposes, according to the company’s disclosure.

Were BYAH’s PIPE securities registered under the U.S. Securities Act?

No. The Class A Ordinary Shares, warrants, and warrant shares were not registered under the Securities Act. They were offered and sold in offshore transactions to non-U.S. persons in reliance on Regulation S, with transfer restrictions applicable to U.S. persons.

When did BYAH’s PIPE transaction close and who bought the securities?

The PIPE transaction closed on September 11, 2026. The securities were purchased by certain non-U.S. investors in offshore transactions conducted in reliance on Regulation S.

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

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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 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.

 

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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.

 

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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

 

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Filing Exhibits & Attachments

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