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 August 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 August 3, 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 10,000,000 Class A ordinary shares, par value US$0.001 per
share (the “Class A Ordinary Shares”), together with warrants to purchase up to an aggregate of 2,000,000 Class A Ordinary
Shares (the “Warrants”, and the shares issuable upon exercise of the Warrants, the “Warrant Shares”), for a purchase
price of US$0.18 per Class A Ordinary Share and accompanying Warrant, resulting in aggregate gross proceeds to the Company of approximately
US$1,800,000, 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$0.18 per Warrant Share,
subject to the terms and conditions set forth therein. The Warrants provide that neither the exercise price nor the number of Warrant
Shares issuable upon exercise will be adjusted, increased, decreased or otherwise modified as a result of any share dividend, share split,
reverse share split, share combination, recapitalization, reclassification, reorganization or other similar transaction affecting the
Class A Ordinary Shares occurring after the date of issuance of the Warrants.
The closing of the Private Placement occurred
on August 3, 2026. The Company intends to use the net proceeds from the Private Placement 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: August 3, 2026 |
By: |
/s/ Xiaoqiu Zhang |
| |
Name: |
Xiaoqiu Zhang |
| |
Title: |
Chief Executive Officer, Chairperson of the Board of Directors |