EShallGo (NASDAQ: EHGO) prices $750,000 registered direct equity deal
Rhea-AI Filing Summary
EShallGo Inc. completed a registered direct equity offering, selling 200,000 Class A ordinary shares at $1.00 per share and pre-funded warrants to purchase up to 550,000 Class A ordinary shares at $0.99 per warrant, for approximately $750,000 in gross proceeds. The offering closed on July 1, 2026, and all pre-funded warrants, which have a $0.01 per-share exercise price, have been exercised in full. Net proceeds are earmarked for working capital and other general corporate purposes. Univest Securities, LLC acted as exclusive placement agent, earning a cash fee equal to 7% of gross proceeds plus up to $50,000 in reimbursed expenses. The securities were issued under EShallGo’s effective shelf registration statement on Form F-3 and a June 30, 2026 prospectus supplement.
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Insights
EShallGo raised $750,000 via a small registered direct equity deal.
EShallGo completed a registered direct offering of Class A ordinary shares and pre-funded warrants under its Form F-3 shelf, generating approximately $750,000 in gross proceeds. The structure combines immediate shares with low-priced pre-funded warrants, a common approach for smaller capital raises.
Each pre-funded warrant was sold at $0.99 with a $0.01 exercise price, effectively matching the $1.00 share price. All warrants have already been exercised, so the full 750,000 underlying shares are now issued. Proceeds are designated for working capital and general corporate purposes.
Univest Securities, LLC received a 7% cash placement fee on gross proceeds and up to $50,000 in expense reimbursement, modestly reducing net cash to the company. Actual impact on existing holders depends on EShallGo’s total shares outstanding and future use of this additional capital.
Key Figures
Key Terms
pre-funded warrants financial
registered direct offering financial
shelf registration statement regulatory
placement agent financial
prospectus supplement regulatory
forward-looking statements regulatory
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 July 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 June 30, 2026, Eshallgo Inc (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a certain investor, pursuant to which the Company agreed to issue and sell (the “Offering”): (i) 200,000 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 550,000 Class A Ordinary Shares (the “Pre-Funded Warrants”) at a purchase price of $0.99 per Pre-Funded Warrant.
The Offering closed on July 1, 2026. The Company received approximately $750,000 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 June 30, 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 June 30, 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 June 30, 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.
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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 June 30, 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 June 30, 2026 |
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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.
| Eshallgo Inc. | ||
| Date: July 1, 2026 | By: | /s/ Qiwei Miao |
| Name: | Qiwei Miao | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
EShallGo Inc. Announces Pricing of $750,000 Registered Direct Offering
Shanghai, China, June 30, 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 750,000 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 $750,000 before deducting the placement agent’s fees and other estimated offering expenses. The offering is expected to close on or about July 1, 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