Huhutech (HUHU) secures $3.9M registered direct share and warrant deal

Rhea-AI Filing Summary

HUHUTECH International Group Inc. entered a securities purchase agreement for a registered direct offering combining equity and pre-funded warrants. The investor agreed to buy 520,000 ordinary shares at US$1.50 per share and pre-funded warrants for up to 2,080,000 shares at US$1.4999975 each, for an aggregate offering price of US$3,900,000. Each pre-funded warrant is immediately exercisable at an exercise price of US$0.0000025 per share and remains outstanding until fully exercised. The company has received about US$500,000 in gross proceeds and expects total gross proceeds of about US$3,900,000, before estimated offering expenses of roughly US$81,430. Net proceeds are earmarked for working capital and general corporate purposes, under an effective Form F-3 shelf registration and related prospectus supplement.

Insights

Capital markets analyst

HUHUTECH secures a small registered direct financing using shares and pre-funded warrants.

HUHUTECH International Group Inc. arranged a registered direct offering with a single third-party investor, mixing 520,000 ordinary shares and pre-funded warrants for up to 2,080,000 additional shares. The aggregate offering price is US$3,900,000, providing fresh capital without an underwritten public deal.

The company has already received about US$500,000 in gross proceeds and plans to close the remaining amount in mid-April 2026. Estimated offering expenses of roughly US$81,430 suggest most of the proceeds will be available for corporate use.

Management intends to deploy the net proceeds for working capital and general corporate purposes, which typically include funding operations and potential growth initiatives. The securities are issued off an effective Form F-3 shelf and a March 30, 2026 prospectus supplement, indicating the company is using pre-cleared capacity for relatively quick access to capital.

Key Figures

Ordinary shares sold: 520,000 shares Pre-funded warrants: 2,080,000 warrants Aggregate offering price: US$3,900,000 +3 more

6 metrics

Ordinary shares sold 520,000 shares Ordinary shares at US$1.50 in registered direct offering

Pre-funded warrants 2,080,000 warrants Pre-funded warrants sold at US$1.4999975 each

Aggregate offering price US$3,900,000 Total registered direct offering size

Exercise price US$0.0000025 per share Exercise price of each pre-funded warrant

Gross proceeds received US$500,000 Gross proceeds received as of report date

Estimated offering expenses US$81,430 Expected offering-related costs

Key Terms

registered direct offering, pre-funded warrants, Form F-3, prospectus supplement, +1 more

5 terms

registered direct offering financial

"in each case in a registered direct offering (the “Registered Direct Offering”), for an aggregate offering price"

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 (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 2,080,000"

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.

Form F-3 regulatory

"pursuant to a registration statement on Form F-3 (File No. 333-291647)"

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.

prospectus supplement regulatory

"the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated March 30, 2026"

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

"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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What capital is HUHUTECH (HUHU) raising in this registered direct offering?

HUHUTECH is raising an aggregate offering amount of about US$3,900,000. The deal combines 520,000 ordinary shares and pre-funded warrants for up to 2,080,000 shares, sold to a single third-party investor.

What securities is HUHUTECH (HUHU) issuing to the investor?

HUHUTECH is issuing 520,000 ordinary shares and pre-funded warrants to purchase up to 2,080,000 ordinary shares. The shares are priced at US$1.50 each, while the pre-funded warrants are sold at US$1.4999975 each.

What are the exercise terms of HUHUTECH’s pre-funded warrants in this deal?

Each pre-funded warrant is immediately exercisable at an exercise price of US$0.0000025 per ordinary share. The warrants remain outstanding until they are fully exercised, providing a near-equity exposure structure for the investor.

How will HUHUTECH (HUHU) use the net proceeds from the offering?

HUHUTECH plans to use the net proceeds primarily for working capital and general corporate purposes. This usually means funding day-to-day operations, liquidity needs, and potential business initiatives or investments.

How much of the HUHUTECH offering proceeds have been received so far?

As of the report date, HUHUTECH has received aggregate gross proceeds of about US$500,000. The company expects to receive the remaining proceeds upon closing of the registered direct offering in mid-April 2026.

Under which registration statement is HUHUTECH’s offering being made?

The securities are being offered under HUHUTECH’s shelf registration statement on Form F-3, File No. 333-291647. It was initially filed on November 19, 2025 and declared effective on December 18, 2025, with a related prospectus supplement dated March 30, 2026.

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 April 2026

Commission File Number: 001-42376

HUHUTECH INTERNATIONAL GROUP INC.

(Translation of registrant’s name into English)

3-1208 Tiananzhihui Compound

228 Linghu Road

Xinwu District, Wuxi City, Jiangsu Province

People’s Republic of China 214135

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT 

On March 26, 2026, HUHUTECH International Group Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an investor named thereto, an unrelated third party to the Company (the “Purchaser”). Pursuant to the Securities Purchase Agreement, the Purchaser agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Purchaser, (i) an aggregate of 520,000 ordinary shares, par value US$0.0000025 per share (the “Ordinary Shares”) of the Company, at a purchase price of US$1.50 per Ordinary Share, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 2,080,000 Ordinary Shares, at a purchase price of US$1.4999975 per Pre-Funded Warrant, in each case in a registered direct offering (the “Registered Direct Offering”), for an aggregate offering price of US$3,900,000. Each Pre-Funded Warrant is immediately exercisable at an exercise price of US$0.0000025 per Ordinary Share and will expire when exercised in full. The Securities 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.

As of the date hereof, the Company has received aggregate gross proceeds of approximately US$500,000 and expects to receive the remaining proceeds, for total aggregate gross proceeds of approximately US$3,900,000 (before deducting estimated offering expenses of approximately US$81,430), upon the closing of the Registered Direct Offering in mid-April 2026. The Company intends to use the net proceeds from the Registered Direct Offering for working capital, and general corporate purposes.

The Securities were offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-291647) (the “Registration Statement”), initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 19, 2025 and declared effective on December 18, 2025 in accordance with the provisions of Section 8(a) of the Securities Act, the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated March 30, 2026 (the “Prospectus Supplement”). The Securities Purchase Agreement, the transactions contemplated thereby, and the issuance of the Securities have been approved by the Company’s board of directors.

The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Securities Purchase Agreement, which is filed as Exhibit 10.1 to this Form 6-K.

This Report is incorporated by reference into the registration statement on Form F-3 (File No. 333-291647) of the Company, filed with the Commission, 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. 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 December 31, 2024, filed with the Commission on April 29, 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
10.1		Form of Securities Purchase Agreement, dated March 26, 2026, by and between the Company and the purchaser thereto

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.

Date: April 7, 2026

	HUHUTECH International Group Inc.
	By:	/s/ Yujun Xiao
	Name:	Yujun Xiao
	Title:	Chief Executive Officer

3

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT, DATED MARCH 26, 2026, BY AND BETWEEN THE 264.6 KB