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Eshallgo (NASDAQ: EHGO) prices $1.479M registered direct share sale

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(Neutral)
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Form Type
6-K

Rhea-AI Filing Summary

Eshallgo Inc. completed a registered direct offering of 454,968 Class A ordinary shares (or pre-funded warrants in lieu) at $3.25 per share, raising about $1.479 million in gross proceeds. The company plans to use the net proceeds for working capital and general corporate purposes.

The structure included 183,862 shares and pre-funded warrants for up to 271,106 additional shares, with a $0.01 per-share exercise price, and the pre-funded warrants have already been fully exercised. Univest Securities, LLC acted as exclusive placement agent, earning a 7% cash fee and up to $50,000 in reimbursed expenses, while directors and executive officers agreed to a 90-day lock-up on sales of company securities.

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Insights

Eshallgo raises a modest amount of equity capital on its F-3 shelf.

Eshallgo Inc. completed a small registered direct equity financing, issuing shares and pre-funded warrants for gross proceeds of about $1.479 million. The transaction was conducted under an effective Form F-3 shelf registration statement and closed on June 25, 2026.

The structure combined 183,862 shares with pre-funded warrants for 271,106 shares at a nominal $0.01 exercise price, all now exercised. Univest Securities, LLC received a 7% placement fee plus up to $50,000 of expenses, which slightly reduces net proceeds.

Directors and executive officers entered 90-day lock-up agreements following closing, limiting insider sales over that period. Overall, this appears to be a routine capital raise, and its significance depends on Eshallgo's broader funding needs and future disclosures in its periodic reports.

Gross proceeds $1.479 million Estimated gross proceeds from registered direct offering
Total shares or equivalents offered 454,968 shares Class A ordinary shares (or pre-funded warrants in lieu) at $3.25
Direct share component 183,862 shares Class A ordinary shares sold under Purchase Agreement
Pre-funded warrant coverage 271,106 shares Class A ordinary shares underlying pre-funded warrants
Offering price $3.25 per share Registered direct offering price for shares (or pre-funded warrants in lieu)
Warrant exercise price $0.01 per share Exercise price of pre-funded warrants, now fully exercised
Placement fee 7% of gross proceeds Cash fee payable to Univest Securities, LLC
Expense reimbursement cap $50,000 Maximum reimbursement of placement agent legal and other expenses
registered direct offering financial
"for the purchase and sale of 454,968 Class A Ordinary Shares (the “Shares”) (or pre-funded warrants in lieu thereof), at an offering price of $3.25 per share 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 271,106 Class A Ordinary Shares (the “Pre-Funded Warrants”) at a purchase price of $3.24 per Pre-Funded Warrant"
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
"The registered direct offering is being made 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
"the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Univest Securities, LLC"
lock-up agreement financial
"each of the directors and executive officers of the Company entered into a lock-up agreement"
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
forward-looking statements regulatory
"This Report contains forward-looking statements within the meaning of the “safe harbor” provisions"
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.
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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 June 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 24, 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) 183,862 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 $3.25 per share; and (ii) pre-funded warrants to purchase up to 271,106 Class A Ordinary Shares (the “Pre-Funded Warrants”) at a purchase price of $3.24 per Pre-Funded Warrant.

 

The Offering closed on June 25, 2026. The Company received approximately $1.478 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. Additionally, each of the directors and executive officers of the Company entered into a lock-up agreement, pursuant to which they agreed not to sell or transfer any of the Company securities which they hold, subject to certain customary exceptions, during the ninety (90)-day period following the closing of the Offering.

  

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) (the “Registration Statement”), as amended, 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 24, 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 24, 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 and Common Warrants being registered
10.1   Placement Agency Agreement, dated June 24, 2026, by and between the Company and Univest Securities, LLC
10.2   Form of Securities Purchase Agreement
10.3   Form of Lock-up Agreement
99.1   Press Release on Pricing of the Company’s Registered Direct Offering, dated June 24, 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: June 25, 2026 By: /s/ Qiwei Miao
  Name:  Qiwei Miao
  Title: Chief Executive Officer

 

 

3

 

Exhibit 99.1

 

 

 

EShallGo Inc. Announces Pricing of $1.479 Million Registered Direct Offering

 

Shanghai, China, June 24, 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 454,968 Class A Ordinary Shares (the “Shares”) (or pre-funded warrants in lieu thereof), at an offering price of $3.25 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 $1.479 million before deducting the placement agent’s fees and other estimated offering expenses. The offering is expected to close on or about June 25, 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

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Eshallgo Inc. (EHGO) announce in its June 2026 6-K?

Eshallgo Inc. completed a registered direct equity offering, selling Class A ordinary shares and pre-funded warrants for gross proceeds of about $1.479 million. The transaction closed around June 25, 2026, under an effective Form F-3 shelf registration statement.

How many Eshallgo Inc. (EHGO) shares were sold and at what price?

Eshallgo agreed to sell a total of 454,968 Class A ordinary shares (or pre-funded warrants in lieu) at an offering price of $3.25 per share. This included 183,862 shares plus pre-funded warrants exercisable for up to 271,106 additional shares.

What are the key terms of Eshallgo’s pre-funded warrants in this offering?

The pre-funded warrants allow investors to purchase up to 271,106 Class A ordinary shares at a nominal exercise price of $0.01 per share. They were sold at $3.24 per warrant and have already been fully exercised as of the report date.

How will Eshallgo Inc. (EHGO) use the proceeds from the offering?

Eshallgo stated it intends to use the net proceeds from the registered direct offering for working capital and other general corporate purposes. Net proceeds will be lower than gross due to placement agent fees and reimbursed offering expenses.

What fees did Univest Securities earn in Eshallgo’s offering?

Under the placement agency agreement, Eshallgo agreed to pay Univest Securities a cash fee equal to 7% of aggregate gross proceeds. The company also agreed to reimburse up to $50,000 of Univest’s legal and other expenses related to the offering.

Did Eshallgo insiders agree to any lock-up after the registered direct offering?

Each director and executive officer entered a lock-up agreement restricting sales or transfers of company securities they hold for 90 days after the offering’s closing, subject to customary exceptions. This temporarily limits insider share sales following the transaction.

Filing Exhibits & Attachments

10 documents

Press Releases

Agreements & Contracts

Other Documents