Park Ha Biological (NASDAQ: BYAH) prices $2.0M share and warrant sale

Rhea-AI Filing Summary

Park Ha Biological Technology Co., Ltd. has priced a registered direct offering of up to 1,133,332 Class A ordinary shares and pre-funded warrants to purchase up to 200,000 Class A shares at a combined price of $1.50 per security. The Company expects gross proceeds of approximately $2.0 million, with closing anticipated on or about June 15, 2026, subject to customary conditions. Net proceeds are intended for general corporate and working capital purposes.

The securities are being issued under an effective Form F-3 shelf registration statement that was declared effective on June 8, 2026, and a prospectus supplement and accompanying prospectus will be filed with the SEC. D. Boral Capital LLC is acting as the sole placement agent. Park Ha Biological operates the “Park Ha” skincare brand, with five directly operated stores and 22 franchisees in China as of October 31, 2025.

Insights

Equity capital markets analyst

Park Ha raises about $2.0M through a small registered direct offering.

Park Ha Biological has entered into a securities purchase agreement for a registered direct offering of up to 1,133,332 Class A shares and pre-funded warrants for 200,000 additional shares, all priced at $1.50 per share or pre-funded warrant, for expected gross proceeds of $2.0 million.

The transaction is conducted under an effective Form F-3 shelf registration, with D. Boral Capital LLC as sole placement agent, and is expected to close around June 15, 2026 subject to customary conditions. Proceeds are earmarked for general corporate and working capital purposes, without more specific allocation in this excerpt.

The impact for shareholders will depend on how many shares and warrants are ultimately issued and exercised, but this filing confirms the company is using its recently effective shelf registration to access public equity capital. Subsequent filings and operational updates will show how the additional capital supports its skincare retail and franchise network.

Key Figures

Gross proceeds: $2.0 million Shares offered: Up to 1,133,332 Class A ordinary shares Pre-funded warrants: Up to 200,000 warrant shares +5 more

8 metrics

Gross proceeds $2.0 million Expected from registered direct offering

Shares offered Up to 1,133,332 Class A ordinary shares Registered direct offering

Pre-funded warrants Up to 200,000 warrant shares Pre-funded warrants to purchase Class A shares

Offering price $1.50 per share or pre-funded warrant Combined purchase price

Shelf effectiveness date June 8, 2026 Form F-3 registration statement effective

Expected closing date On or about June 15, 2026 Registered direct offering closing, subject to conditions

Directly operated stores 5 stores As of October 31, 2025 in China

Franchisees 22 franchisees As of October 31, 2025 in China

Key Terms

registered direct offering, pre-funded warrants, shelf registration statement, prospectus supplement, +1 more

5 terms

registered direct offering financial

"for the sales of the Company’s securities in a registered direct offering (the “Offering”)"

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.

pre-funded warrants financial

"and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 200,000 Class A ordinary shares"

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.

shelf registration statement regulatory

"pursuant to an effective “shelf” registration statement on Form F-3 (File No. 333-295090)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"A prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

forward-looking statements regulatory

"Certain statements in this announcement are forward-looking statements."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Offering Details

primary

Offering

Offering Type primary

Price Range $1.50 per share or pre-funded warrant

Use of Proceeds General corporate and working capital purposes

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/12/2026 - 02:56 PM Accepted by SEC EDGAR 06/12/2026 - 02:55 PM 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 June 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 offices)

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 ☐

On June 12, 2026, Park Ha Biological Technology Co., Ltd., a Cayman Islands exempted company (the “Company”) issued a press release announcing the pricing of its registered direct offering. A copy of the Press Release is furnished as Exhibit 99.1 to this Report on Form 6-K.

1

EXHIBIT INDEX

Exhibit No.		Description
99.1		Pricing Press Release

2

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: June 12, 2026	By:	/s/ Xiaoqiu Zhang
	Name:	Xiaoqiu Zhang
	Title:	Chief Executive Officer

3

Exhibit 99.1

Park Ha Biological Technology Co., Ltd. Announces Pricing of $2.0 Million Registered Direct Offering

Wuxi, China, June 12, 2026 (GLOBE NEWSWIRE) -- Park Ha Biological Technology Co., Ltd., (NASDAQ: BYAH) an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), today announced that it has entered into a securities purchase agreement with several investors for the sales of the Company’s securities in a registered direct offering (the “Offering”) consisting of up to 1,133,332 of the Company’s Class A ordinary shares, par value $0.001 each (the “Shares”), and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 200,000 Class A ordinary shares (the “Warrant Shares”), at a combined purchase price of $1.50 per Share and Pre-Funded Warrant. The gross proceeds to the Company from this Offering are expected to be approximately $2.0 million.

The Offering is expected to close on or about June 15, 2026, subject to customary closing conditions.

D. Boral Capital LLC is acting as the sole placement agent for the offering.

The Company intends to use the net proceeds from this Offering for general corporate and working capital purposes.

The securities in the Offering are being offered pursuant to an effective “shelf” registration statement on Form F-3 (File No. 333-295090) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on June 8, 2026 under the Securities Act of 1933, as amended (the “Securities Act”). A prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 registration or qualification under the securities laws of any such state or jurisdiction.

About the Company

Established in 2016, Park Ha Biological Technology Co., Ltd. is primarily engaged in developing its private skincare label, direct skincare products sales and franchise alliances promotions under the proprietary brand “Park Ha”, with a commitment to providing cost-effective solutions to skin problems and improving the confidence of women in need of skin treatment. As of October 31, 2025, the Company has five directly operated stores and 22 franchisees in China. As part of its value-added service for the products, the Company offers “light beauty experience”, a quick complimentary after-sales beauty service performed in the directly operated stores and franchise stores. For more information, please visit the Company’s website: http://ir.parkha.cn/. 

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may”, “will”, “expect”, “anticipate”, “aim”, “estimate”, “intend”, “plan”, “believe”, “is/are likely to”, “potential”, “continue” or other similar expressions. 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 registration statement and other filings with the SEC.

For more information, please contact:

D. Boral Capital LLC
590 Madison Avenue, 39th Floor
New York, NY 10022
Main Phone: +1 (212) 970-5150
www.dboralcapital.com
info@dboralcapital.com

Park Ha Biological Technology Co., Ltd.

901, 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
http://ir.parkha.cn/
ir_parkha@163.com

FAQ

What did Park Ha Biological (BYAH) announce in this 6-K filing?

Park Ha Biological announced the pricing of a registered direct offering expected to raise about $2.0 million. The deal covers up to 1,133,332 Class A shares and pre-funded warrants for 200,000 shares at $1.50 per security, pending customary closing conditions.

How large is Park Ha Biological’s new equity financing and at what price?

The company expects gross proceeds of approximately $2.0 million from this offering. Investors will buy Class A ordinary shares and pre-funded warrants at a combined purchase price of $1.50 per share or pre-funded warrant, according to the securities purchase agreement disclosed.

What securities is Park Ha Biological (BYAH) selling in the registered direct offering?

The offering consists of up to 1,133,332 Class A ordinary shares and pre-funded warrants to purchase up to 200,000 Class A shares. Each share and pre-funded warrant is priced at a combined $1.50, issued under the company’s effective Form F-3 shelf registration statement.

When is Park Ha Biological’s registered direct offering expected to close?

The offering is expected to close on or about June 15, 2026, subject to customary closing conditions. This timing reflects the company’s agreement with several investors following pricing announced on June 12, 2026 in Wuxi, China.

How will Park Ha Biological use the proceeds from the $2.0 million offering?

The company intends to use the net proceeds for general corporate and working capital purposes. This typically includes supporting day-to-day operations, funding growth initiatives, and maintaining financial flexibility for its “Park Ha” skincare retail and franchise network in China.

Under which SEC registration is Park Ha Biological conducting this offering?

The securities are being issued under an effective shelf registration statement on Form F-3, File No. 333-295090. This registration was declared effective on June 8, 2026, and a prospectus supplement and accompanying prospectus will be filed for this transaction.

What is Park Ha Biological’s current retail footprint mentioned in the filing?

As of October 31, 2025, Park Ha Biological operates five directly owned stores and works with 22 franchisees in China. These locations sell its “Park Ha” private-label skincare products and offer a complimentary “light beauty experience” service to customers.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRICING PRESS RELEASE 8.8 KB