Lion Group Sells $3M Note to Fund Restructuring

The proceeds are designated for working capital and Skyfame's restructuring; the company says the restructuring may require additional capital.

Rhea-AI Filing Summary

Lion Group Holding Ltd. completed a subsequent offering to an institutional buyer on September 28, 2025, selling an additional senior secured convertible note with a principal amount of $3,000,000. The note was offered on the same terms as the senior secured convertible notes issued to the buyer on June 18, 2025.

Net proceeds will be used for general working capital and to fund the restructuring of Skyfame Realty (Holdings) Limited (In Liquidation). None will go into a collateral account or be used to purchase tokens. Lion Group Holding Ltd. anticipates the restructuring may require additional capital beyond the offering proceeds and will evaluate financing options as it progresses. The note and American Depositary Shares issuable upon conversion or payment of interest are to be offered and sold in reliance on Section 4(a)(2) or another available Securities Act exemption.

Key Figures

Note principal amount: $3,000,000

1 metrics

Note principal amount $3,000,000 Additional senior secured convertible note sold at closing on September 28, 2025

Key Terms

senior secured convertible note, principal amount, American Depositary Shares, Section 4(a)(2)

4 terms

senior secured convertible note financial

"additional senior secured convertible note"

A senior secured convertible note is a loan a company takes that is backed by specific assets and has first claim on repayment ahead of other creditors, but can also be exchanged for company shares under agreed conditions. For investors it signals higher priority if the company struggles (like a mortgage holder vs a general creditor) while also creating potential stock dilution if the loan is converted into equity, affecting value and recovery prospects.

principal amount financial

"principal amount of $3,000,000"

The principal amount is the original sum of money that is borrowed, lent, or invested before any interest, fees, or returns are added. It matters to investors because interest charges, scheduled repayments, and total return are calculated from that base amount — think of it as the price tag on which future costs or gains are built. Knowing the principal helps you compare deals and predict cash flows and risk.

American Depositary Shares financial

"American Depositary Shares of the Company issuable upon conversion"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

Section 4(a)(2) regulatory

"in reliance upon Section 4(a)(2) under the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much was LGHL's subsequent note offering?

Lion Group Holding Ltd. sold an additional senior secured convertible note to an institutional buyer with a principal amount of $3,000,000 on September 28, 2025. It was offered on the same terms as the senior secured convertible notes issued to the buyer on June 18, 2025.

What will LGHL use the note proceeds for?

The net proceeds will be used for general working capital and the restructuring of Skyfame Realty (Holdings) Limited (In Liquidation). None will be deposited into a collateral account or used to purchase tokens. The company anticipates the restructuring may require additional capital beyond the offering proceeds and will evaluate financing options as it progresses.

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

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Available on EDGAR 09/29/2026 - 09:15 AM Accepted by SEC EDGAR 09/29/2026 - 09:15 AM 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 September 2026

Commission File Number: 001-39301

LION GROUP HOLDING LTD.

Not Applicable

(Translation of registrant’s name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

10 Ubi Crescent, #06-51 (Office 12), Ubi Techpark

Singapore 408574, Lobby C

(Address of principal executive office)

Registrant’s phone number, including area code

+65 8877 3871

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 ☐

Information Contained in this Form 6-K Report

Subsequent Offering under Purchase Agreement.

On September 28, 2025, Lion Group Holdings Ltd. (the “Company”) consummated its subsequent offering (“Subsequent Offering”) of an additional senior secured convertible note (the “Subsequent Offering Note”) to an institutional buyer (the “Buyer”) pursuant to the terms of the Securities Purchase Agreement (the “Purchase Agreement”) and related transaction documents dated June 17, 2025 and as amended on December 5, 2025 entered by the Company and the Buyer as previously disclosed in the current report on Form 6-K filed with the United States Securities and Exchange Commission (the “Commission”) on December 4, 2025.

At the closing of the Subsequent Offering, the Company sold to the Buyer the Subsequent Offering Note in the principal amount of $3,000,000. The Subsequent Offering Note was offered on the same terms as the senior secured convertible notes issued to the Buyer on June 18, 2025. The net proceeds from the Subsequent Offering will be used for general working capital purposes and to fund the Company’s restructuring of Skyfame Realty (Holdings) Limited (In Liquidation) (Stock Code: 00059.HK) (“Skyfame”) (the “Skyfame Restructuring”). None of the proceeds from the Subsequent Offering will be deposited into the collateral account or used for the purchase of tokens, as originally contemplated under the Purchase Agreement.

The Company anticipates that the Skyfame Restructuring may require additional capital beyond the proceeds of the Subsequent Offering in order to be fully executed. The Company will evaluate its financing options as the Skyfame Restructuring progresses.

The offer and sale to the Buyer of the Subsequent Offering Note, as well as the American Depositary Shares of the Company issuable upon conversion of or in payment of interest on the Subsequent Offering Note, will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemption or exclusion from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions with the Buyer to be made under the Purchase Agreement.

The foregoing descriptions of the Subsequent Offering Note are not complete and are qualified in their entirety by reference to the full text of the form of the Subsequent Offering Note, copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. 

Exhibit		Description
10.1		Form of Subsequent Offering Note

1

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: September 29, 2026

	LION GROUP HOLDING LTD.
	By:	/s/ Chunning Wang
	Name:	Chunning Wang
	Title:	Chief Executive Officer and Director

2

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF SUBSEQUENT OFFERING NOTE 242.1 KB