EShallGo (NASDAQ: EHGO) raises $1.75M in equity sale for working capital

Rhea-AI Filing Summary

EShallGo Inc. (EHGO) reports that it entered into a securities purchase agreement with certain investors and completed a registered direct offering of equity securities under its Form F-3 shelf. The company issued 800,000 Class A ordinary shares at $1.00 per share and pre-funded warrants to purchase up to 950,000 Class A ordinary shares at $0.99 per warrant, all of which have been exercised at an exercise price of $0.01 per share.

The transaction generated approximately $1.75 million in gross proceeds before fees and expenses. EShallGo intends to use the net proceeds for working capital and other general corporate purposes. Univest Securities, LLC acted as exclusive placement agent, receiving a 7% cash fee on aggregate gross proceeds and up to $50,000 in expense reimbursement.

Filing Explained

The completed offering adds 800,000 Class A ordinary shares and converts the 950,000 pre-funded warrants into shares, reducing existing holders’ percentage ownership absent offsetting changes.

Key Figures

Class A ordinary shares issued: 800,000 shares Pre-funded warrants sold: 950,000 warrants Exercise price of pre-funded warrants: $0.01 per share +3 more

6 metrics

Class A ordinary shares issued 800,000 shares Issued at a purchase price of $1.00 per share in the August 2026 offering

Pre-funded warrants sold 950,000 warrants Pre-funded warrants to purchase Class A ordinary shares at $0.99 per warrant

Exercise price of pre-funded warrants $0.01 per share Each pre-funded warrant exercisable for one Class A ordinary share

Gross proceeds from offering $1.75 million Approximate gross proceeds before placement agent fees and offering expenses

Placement agent fee rate 7% Cash fee on aggregate gross proceeds payable to Univest Securities, LLC

Expense reimbursement cap $50,000 Maximum reimbursement of legal and other expenses to the placement agent

Key Terms

registered direct offering, pre-funded warrants, shelf registration statement, placement agency agreement, +1 more

5 terms

registered direct offering financial

"for the purchase and sale of 1.75 million Class A Ordinary Shares ... in a registered direct 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

"pre-funded warrants to purchase up to 950,000 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 a shelf registration statement on Form F-3 (File No. 333-291149)"

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.

placement agency agreement financial

"entered into a placement agency agreement (the “Placement Agency Agreement”) with Univest"

Form F-3 regulatory

"pursuant to a registration statement on Form F-3 (File No.333-291149), as amended"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

FAQ

What securities did EShallGo Inc. (EHGO) issue in the August 2026 offering?

EShallGo issued 800,000 Class A ordinary shares at $1.00 per share and pre-funded warrants to purchase up to 950,000 Class A ordinary shares at $0.99 per warrant, with each warrant exercisable for one share at an exercise price of $0.01.

How much capital did EShallGo Inc. (EHGO) raise in this registered direct offering?

EShallGo raised approximately $1.75 million in gross proceeds from the offering, before deducting the placement agent’s fees and other estimated offering expenses disclosed in the report.

What are the key terms of EShallGo’s (EHGO) pre-funded warrants?

The pre-funded warrants were sold at $0.99 per warrant, each representing the right to purchase one Class A ordinary share at an exercise price of $0.01 per share. The company states the pre-funded warrants have been exercised in full as of the report date.

How will EShallGo Inc. (EHGO) use the proceeds from the August 2026 offering?

EShallGo intends to use the net proceeds from the offering for working capital and other general corporate purposes, as stated in the report.

What compensation does the placement agent receive in EShallGo’s (EHGO) offering?

Under the placement agency agreement, Univest Securities, LLC is entitled to a 7% cash placement fee on the aggregate gross proceeds and reimbursement of legal and other expenses up to $50,000 in connection with the offering.

Under which registration statement was EShallGo’s (EHGO) offering made?

The shares, pre-funded warrants, and underlying shares were offered under EShallGo’s Form F-3 shelf registration statement (File No. 333-291149), as amended, together with a prospectus supplement dated August 20, 2026.

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

Available on EDGAR 08/20/2026 - 05:01 PM Accepted by SEC EDGAR 08/20/2026 - 05:00 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 August 2026

Commission File Number: 001-42154

ESHALLGO INC

No. 37, Haiyi Villa, Lane 97, Songlin Road

Pudong New District

Shanghai, China 200120

+86 400 100 7299

(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 August 19, 2026, Eshallgo Inc (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors, pursuant to which the Company agreed to issue and sell (the “Offering”): (i) 800,000 Class A ordinary shares of the Company, par value $0.0016 per share (the “Class A Ordinary Shares”) (the “Shares”), at a purchase price of $1.00 per share; and (ii) pre-funded warrants to purchase up to 950,000 Class A Ordinary Shares (the “Pre-Funded Warrants”) at a purchase price of $0.99 per Pre-Funded Warrant.

The Offering closed on August 20, 2026. The Company received approximately $1.75 million in gross proceeds from the Offering, before deducting placement agent fees and estimated offering expenses. The Company intends to use the net proceeds from the Offering for working capital and other general corporate purposes.

Each Pre-Funded Warrant represents the right to purchase one (1) Class A Ordinary Share at an exercise price of $0.01 per share. The Pre-Funded Warrants have been exercised in full as of the date of this Report.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions.

The Shares, the Pre-Funded Warrants and the Class A Ordinary Shares underlying the Pre-funded Warrants were offered by the Company pursuant to a registration statement on Form F-3 (File No.333-291149), as amended (the “Registration Statement”) and a prospectus supplement dated August 20, 2026. The Registration Statement became effective by operation of law on December 2, 2025, and as further amended by the Post-effective Amendment No.1 to the Registration Statement, filed with the SEC on March 24, 2026, and declared effective by the SEC on April 2, 2026.

On August 19, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Univest Securities, LLC (“Univest” or the “Placement Agent”), pursuant to which the Company engaged Univest as the exclusive placement agent in connection with the Offering. Under the Placement Agency Agreement, the Company agreed to pay the Placement Agent a placement agent fee in cash equal to seven percent (7%) of the aggregate gross proceeds raised from the sale. The Company also agreed to reimburse the Placement Agent at closing for legal and other expenses incurred by them in connection with the Offering in an amount not to exceed $50,000.

The foregoing summaries of the Pre-Funded Warrants, Placement Agency Agreement, the Purchase Agreement and do not purport to be complete and are subject to, and qualified in their entirety by, such documents are filed as Exhibits 4.1, 10.1, and 10.2, respectively, hereto and incorporated by reference herein.

On August 19, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is furnished as Exhibit 99.1 hereto.

This Report is incorporated by reference into the registration statements on F-3 (File No.333-291149) and prospectus supplement of the Company, filed with the SEC, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

This Report shall not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements:

This Report contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, the Company is using forward-looking statements when it discusses the closing of the Offering. All statements other than statements of historical facts included in this Report are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include the risks and uncertainties described in the Company’s annual report on Form 20-F for the year ended March 31, 2025, filed with the Commission on August 14, 2025, and the Company’s other filings with the Commission. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

1

Exhibit Index

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant
5.1		Opinion of Harney Westwood & Riegels, regarding the validity of the Class A Ordinary Shares being registered
5.2		Opinion of Ortoli Rosenstadt LLP, regarding the validity of the Pre-Funded Warrants being registered
10.1		Placement Agency Agreement, dated August 19, 2026, by and between the Company and Univest Securities, LLC
10.2		Form of Securities Purchase Agreement
99.1		Press Release on Pricing of the Company’s Registered Direct Offering, dated August 19, 2026

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.

	Eshallgo Inc.
Date: August 20, 2026	By:	/s/ Qiwei Miao
	Name:	Qiwei Miao
	Title:	Chief Executive Officer

3

Exhibit 99.1

EShallGo Inc. Announces Pricing of $1.75 million Registered Direct Offering

Shanghai, China, Aug. 19, 2026 (GLOBE NEWSWIRE) -- EShallGo Inc. (NASDAQ: EHGO) (the "Company"), a provider of integrated office and enterprise technology solutions, including AI-enabled tools, today announced that it has entered into securities purchase agreements with certain institutional investors for the purchase and sale of 1.75 million Class A Ordinary Shares (the “Shares”) (or pre-funded warrants in lieu thereof), at an offering price of $1.00 per share in a registered direct offering (the “Offering”).

The gross proceeds to the Company from the registered direct offering are estimated to be approximately $1.75 million before deducting the placement agent’s fees and other estimated offering expenses. The offering is expected to close on or about August 20, 2026, subject to the satisfaction of customary closing conditions.

Univest Securities, LLC is acting as the sole placement agent.

The registered direct offering is being made pursuant to a shelf registration statement on Form F-3 (File No. 333-291149) previously filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) and became effective by on April 2, 2026. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Univest Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC's website at www.sec.gov.

About EShallGo Inc.

Eshallgo, Inc. (Nasdaq: EHGO) is a digital-first office solution provider based in Shanghai, China. The Company offers integrated hardware, printing, software, and support services to small and mid-sized businesses. In 2025, Eshallgo expanded into enterprise AI with a suite of intelligent applications designed to support document management, workflow automation, smart procurement processes, and secure collaboration.

For more information and investor updates, visit ir.eshallgo.com and follow us on social media: LinkedIn, Facebook, and X.

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 current expectations and projections about future events and financial trends 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,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update 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 in its other filings with the U.S. Securities and Exchange Commission.

Company Contact

Qiwei Miao, Chief Executive Officer and Director of Eshallgo Inc.
ir@eshallgo.com

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 7.2 KB
• EX-99 GRAPHIC 2.7 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 85.4 KB
• EX-10.2 EXHIBIT 10.2 293.3 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 107.0 KB
• EX-5.1 EXHIBIT 5.1 31.2 KB
• EX-5.2 EXHIBIT 5.2 14.5 KB
• EX-5 GRAPHIC 3.2 KB