Eason Technology (NYSE: DXF) agrees to $2M unit financing with warrants

Rhea-AI Filing Summary

Eason Technology Limited reported that it has entered into a securities purchase agreement with certain non-U.S. investors for an offering of up to 2,000,000 units at $1.00 per unit, for gross proceeds of $2,000,000. Each unit consists of 60,000 restricted Class A ordinary shares and a warrant to purchase 60,000 additional ordinary shares. The company currently plans to use the net proceeds for working capital and general corporate purposes.

The warrants are exercisable immediately at an initial exercise price of $1.00 per 60,000 ordinary shares, carry a three-year term, include full-ratchet anti-dilution protection, and may be exercised on a cashless basis under certain registration conditions. They also contain a mandatory exercise feature if the company’s ADSs trade at or above $5.00 per ADS for 20 consecutive trading days with specified volume and resale conditions. Closing is subject to NYSE approval of a supplemental listing application and other customary conditions.

Insights

Equity capital markets analyst

Eason arranges a $2M unit financing with leverage-heavy warrants.

Eason Technology is raising up to $2,000,000 by selling 2,000,000 units to non-U.S. investors, each unit bundling restricted ordinary shares with a matching warrant. Proceeds are earmarked for working capital and general corporate purposes, providing incremental liquidity.

The warrants are immediately exercisable, run for three years, and feature full-ratchet anti-dilution protection, which adjusts the exercise price if lower-priced equity is later issued. They also allow cashless exercise if resale registration is unavailable, and include a mandatory exercise right if ADSs trade at or above $5.00 for 20 consecutive days with sufficient volume.

Closing depends on NYSE approval of a supplemental listing application for the units and on the accuracy of customary representations and warranties. Actual dilution and additional cash inflows will depend on investor warrant exercise behavior and whether the stock meets the price and liquidity thresholds for any forced exercises.

Key Figures

Unit count: 2,000,000 units Unit price: $1.00 per unit Gross proceeds: $2,000,000 +5 more

8 metrics

Unit count 2,000,000 units Aggregate units offered under SPA

Unit price $1.00 per unit Agreed purchase price in offering

Gross proceeds $2,000,000 Total gross proceeds from the offering

Shares per unit 60,000 ordinary shares Restricted Class A ordinary shares in each unit

Warrant coverage per unit 60,000 ordinary shares Shares purchasable via one warrant in each unit

Warrant exercise price $1.00 per 60,000 shares Initial exercise price of each warrant

Warrant term Three years Expiration from issuance date

Mandatory exercise trigger $5.00 per ADS for 20 days ADS price condition for forced exercise, with volume tests

Key Terms

securities purchase agreement, restricted class A ordinary shares, full ratchet anti-dilution protection, cashless exercise, +2 more

6 terms

securities purchase agreement financial

"entered into a securities purchase agreement (the “SPA”) with certain non-U.S. Persons"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

restricted class A ordinary shares financial

"each Unit consisting of 60,000 restricted class A ordinary shares, par value $0.0000005 per share"

full ratchet anti-dilution protection financial

"full ratchet anti-dilution protection with respect to the issuance of ordinary shares"

cashless exercise financial

"The Warrants may also be exercised cashlessly if at any time after the three-month anniversary"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

American Depositary Shares financial

"the Company’s American Depositary Shares (the “ADSs”), each representing 60,000 Ordinary Shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Regulation S regulatory

"non-U.S. Persons, as defined in the Regulation S of the Securities Act of 1933"

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.

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

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 May 2026

Commission file number: 001-34958

EASON TECHNOLOGY LIMITED

Room 612, 6/F, KaiYue Comm Building, No. 2C,

Argyle Street, Mongkok Kowloon, Hong Kong,

People’s Republic of China

(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 ☐

Entry into a Material Agreement

On May 26, 2026, Eason Technology Limited (the “Company”) entered into a securities purchase agreement (the “SPA”) with certain non-U.S. Persons, as defined in the Regulation S of the Securities Act of 1933, as amended (the “Investors”). Pursuant to the SPA, the Company agreed to sell up to an aggregate of 2,000,000 units (the “Unit”), each Unit consisting of 60,000 restricted class A ordinary shares, par value $0.0000005 per share (the “Ordinary Share”) and one warrant to purchase 60,000 Ordinary Shares, at the price of $1.00 per Unit to the Investors, for gross proceeds of $2,000,000 (the “Offering”). The Company currently intends to use the net proceeds from this Offering for working capital and general corporate purposes.

Each Warrant is exercisable immediately upon issuance and entitles the holders thereof to purchase 60,000 Ordinary Shares at an initial exercise price of $1.00 per 60,000 Ordinary Shares, subject to adjustment as provided therein. The Warrants will expire on the third anniversary of the issuance date. The Warrants may also be exercised cashlessly if at any time after the three-month anniversary of the issuance date, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares. The Warrants shall expire three years from its date of issuance. The Warrants are subject to customary anti-dilution provisions reflecting stock dividends and splits or other similar transactions, and full ratchet anti-dilution protection with respect to the issuance of ordinary shares or ordinary share equivalents for consideration per share less than the initial exercise price of the Warrants. The Warrants contain a mandatory exercise right for the Company to force exercise of the Warrants if the Company’s American Depositary Shares (the “ADSs”), each representing 60,000 Ordinary Shares, equals or exceeds $5.00 per ADS, for 20 consecutive trading days, provided, among other things, that the shares issuable upon exercise of the Warrants are registered or may be sold pursuant to Rule 144 and the daily trading volume exceeds 300,000 Shares per trading day on each trading day in a period of 20 consecutive trading days prior to the applicable date.

The parties to the SPA have each made customary representations, warranties and covenants, including, among other things, (a) the Investors are “non-U.S. Persons” as defined in Regulation S and are acquiring the Shares for the purpose of investment, (b) the absence of any undisclosed material adverse effect, and (c) the absence of legal proceedings that affect the completion of the transaction contemplated by the SPA.

The SPA is subject to various conditions to closing, including, among other things, (a) NYSE approval of the supplemental listing application for the Units and (b) accuracy of the parties’ representations and warranties.

The forms of the SPA and the Warrant are filed as Exhibit 99.1 and 99.2, and such documents are incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA and the Warrant and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.

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Exhibit Index

Exhibit No.		Description
99.1		Form of the Securities Purchase Agreement
99.2		Form of the Warrant

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SIGNATURE

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.

	Eason Technology Limited
Date: May 26, 2026	By:	/s/ Longwen (Stanley) He
	Name:	Longwen (Stanley) He
	Title:	Chief Executive Officer

4

FAQ

What financing did Eason Technology (DXF) announce in this Form 6-K?

Eason Technology agreed to sell up to 2,000,000 units for gross proceeds of $2,000,000. Each unit includes 60,000 restricted Class A ordinary shares and one warrant for 60,000 additional shares, providing both immediate equity financing and potential future cash from warrant exercises.

What are the key terms of the warrants issued by Eason Technology (DXF)?

The warrants are exercisable immediately at an initial exercise price of $1.00 per 60,000 ordinary shares and have a three-year term. They include full-ratchet anti-dilution protection, allow cashless exercise if resale registration is unavailable, and may be mandatorily exercised if ADS price and volume conditions are met.

How will Eason Technology (DXF) use the proceeds from the unit offering?

Eason Technology currently intends to use the net proceeds from the up to $2,000,000 unit offering for working capital and general corporate purposes. This means the funds are expected to support day-to-day operations, liquidity needs, and other general business activities.

Who are the investors in Eason Technology’s (DXF) new securities purchase agreement?

The securities purchase agreement is with certain non-U.S. Persons as defined in Regulation S under the Securities Act of 1933. These investors are acquiring the securities for investment purposes and have made customary representations as part of the transaction.

What conditions must be satisfied before Eason Technology’s (DXF) offering can close?

Closing is subject to several conditions, including NYSE approval of a supplemental listing application for the units. It also requires the accuracy of the parties’ representations and warranties and the absence of specified adverse events or legal proceedings affecting completion of the transaction.

What triggers mandatory exercise of the Eason Technology (DXF) warrants?

The company may require warrant exercise if its ADSs trade at or above $5.00 per ADS for 20 consecutive trading days, provided warrant shares are registered or sellable under Rule 144 and daily trading volume exceeds 300,000 shares over the same 20-day period.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 FORM OF SECURITIES PURCHASE AGREEMENT 265.0 KB
• EX-99.2 FORM OF THE WARRANT 86.1 KB