HUHUTECH (HUHU) completes $3M direct share and pre-funded warrant sale

Rhea-AI Filing Summary

HUHUTECH International Group Inc. completed a registered direct offering, raising aggregate gross proceeds of US$3,000,000. The company sold 400,000 ordinary shares at US$1.50 per share and issued pre-funded warrants for up to 1,600,000 ordinary shares at US$1.4999975 each, exercisable at a nominal price. The company plans to use the net proceeds for working capital and general corporate purposes under its effective Form F-3 shelf registration.

Insights

Capital markets analyst

HUHUTECH raises $3M via registered direct share and warrant sale.

HUHUTECH International Group Inc. closed a registered direct offering, issuing 400,000 ordinary shares at US$1.50 and pre-funded warrants for up to 1,600,000 ordinary shares at US$1.4999975, for total gross proceeds of US$3,000,000.

The pre-funded warrants are immediately exercisable at a de minimis exercise price of US$0.0000025 per share, so they function economically like paid-up shares with timing flexibility for the investor. All securities were issued under the company’s effective Form F-3 shelf with a March 2026 prospectus supplement.

The company states it intends to use net proceeds for working capital and general corporate purposes, a common use for smaller capital raises. Actual dilution will depend on when the investor exercises the pre-funded warrants, but exercise would add up to 1,600,000 ordinary shares to the share count.

Key Figures

Gross proceeds: US$3,000,000 Ordinary shares issued: 400,000 shares Pre-funded warrants issued: 1,600,000 warrants +3 more

6 metrics

Gross proceeds US$3,000,000 Aggregate gross proceeds from registered direct offering

Ordinary shares issued 400,000 shares Ordinary shares sold at US$1.50 per share

Pre-funded warrants issued 1,600,000 warrants Pre-funded warrants to purchase up to 1,600,000 ordinary shares

Share purchase price US$1.50 per share Price per ordinary share in the offering

Pre-funded warrant price US$1.4999975 per warrant Purchase price per pre-funded warrant

Warrant exercise price US$0.0000025 per share Exercise price per ordinary share under pre-funded warrants

Key Terms

registered direct offering, Pre-Funded Warrants, Form F-3, prospectus supplement, +1 more

5 terms

registered direct offering financial

"in connection with a registered direct offering of its securities"

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 (the “Pre-Funded Warrants”) to purchase up to an aggregate"

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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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

Accepted by SEC EDGAR 05/07/2026 - 04:30 PM Learn about SEC filing dates

FAQ

What did HUHUTECH (HUHU) announce in this Form 6-K?

HUHUTECH reported closing a registered direct offering raising US$3,000,000. It issued 400,000 ordinary shares and pre-funded warrants to purchase up to 1,600,000 ordinary shares, all under its effective Form F-3 shelf registration and related prospectus supplement.

How many HUHUTECH shares and warrants were issued in the offering?

The company issued 400,000 ordinary shares and pre-funded warrants to purchase up to 1,600,000 additional ordinary shares. The ordinary shares were sold directly, while the pre-funded warrants give the investor the right to acquire further shares at a nominal exercise price later.

What prices were used for HUHUTECH’s shares and pre-funded warrants?

Ordinary shares were sold at US$1.50 per share. Pre-funded warrants were sold at US$1.4999975 each and are immediately exercisable at an exercise price of US$0.0000025 per underlying ordinary share, making the combined economic cost effectively similar to the share price.

How much capital did HUHUTECH raise and how will it use the proceeds?

HUHUTECH received aggregate gross proceeds of US$3,000,000 from the registered direct offering. The company states it intends to use the net proceeds for working capital and general corporate purposes, which can include funding operations or other general business needs.

Under which registration statement was the HUHUTECH offering conducted?

The securities were offered pursuant to HUHUTECH’s registration statement on Form F-3, File No. 333-291647. This shelf registration was initially filed in November 2025 and declared effective in December 2025, with a specific 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 May 2026

Commission File Number: 001-42376

HUHUTECH International Group Inc.

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 of Form 20-F or Form 40-F:

Form 20-F ☒      Form 40-F ☐

As previously disclosed in the Current Report on Form 6-K of HUHUTECH International Group Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (the “Commission”), on March 26, 2026, the Company entered into a securities purchase agreement (the “Security Purchase Agreement”) with an investor in connection with a registered direct offering of its securities (the “Registered Direct Offering”).

On May 5, 2026, the Company closed the Registered Direct Offering and issued (i) an aggregate of 400,000 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 1,600,000 Ordinary Shares, at a purchase price of US$1.4999975 per Pre-Funded Warrant, for aggregate gross proceeds of US$3,000,000. 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 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 Company received aggregate gross proceeds of US$3,000,000, before deducting estimated offering expenses. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

The foregoing description of the Securities Purchase Agreement and the Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by reference to (i) the form of Securities Purchase Agreement, previously filed as Exhibits 10.1 to the Company’s Current Report on Form 6-K furnished to the Commission on April 7, 2026, and (ii) the form of Pre-Funded Warrant, filed as Exhibit 4.1 to this Report.

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, 2025, filed with the Commission on April 28, 2026, 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 Warrants

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.

	HUHUTECH International Group Inc.
Date: May 7, 2026	By:	/s/ Yujun Xiao
	Name:	Yujun Xiao
	Title:	Chief Executive Officer

3

Filing Exhibits & Attachments

1 document

Other Documents

• EX-4.1 FORM OF PRE-FUNDED WARRANTS 83.1 KB