LightInTheBox completes $5.49M PIPE financing

Rhea-AI Filing Summary

LightInTheBox Holding Co., Ltd. completed a PIPE private placement with institutional investors, issuing 21,397,409 ordinary shares at $0.2566667 per ordinary share, which is equivalent to $3.08 per American Depositary Share (each representing twelve ordinary shares). This transaction provides the company with approximately $5.49 million in aggregate gross proceeds before fees and expenses. The company obtained New York Stock Exchange authorization for a Supplemental Listing Application covering additional ADSs representing these shares. Under the subscription agreements, LightInTheBox agreed to register the resale of the PIPE Shares by preparing and filing a registration statement with the U.S. Securities and Exchange Commission within 120 days of the closing date. The PIPE was conducted as a private offering relying on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D, and the securities are currently restricted from public resale in the United States absent registration or an applicable exemption.

Key Figures

PIPE Shares Issued: 21,397,409 ordinary shares PIPE Share Price: $0.2566667 per ordinary share ADS Equivalent Price: $3.08 per ADS +2 more

5 metrics

PIPE Shares Issued 21,397,409 ordinary shares Aggregate number of ordinary shares sold in the PIPE

PIPE Share Price $0.2566667 per ordinary share Purchase price per ordinary share in the PIPE

ADS Equivalent Price $3.08 per ADS Each ADS represents twelve ordinary shares

Gross Proceeds approximately $5.49 million Aggregate gross proceeds to the company before fees and expenses

Resale Registration Deadline 120 days Deadline after closing to file SEC registration statement for resale

Key Terms

private placement, Regulation D, Section 4(a)(2), Supplemental Listing Application, +2 more

6 terms

private placement financial

"completed a private placement (the “PIPE”) pursuant to subscription agreements"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Regulation D regulatory

"in reliance on the exemption from registration provided by Section 4(a)(2) ... and/or Rule 506 of Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Section 4(a)(2) regulatory

"exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

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.

Supplemental Listing Application regulatory

"submitted a Supplemental Listing Application to the New York Stock Exchange"

A supplemental listing application is a request filed with a stock exchange or regulator to add additional securities or a new class of securities that relate to an already listed company—for example extra shares issued after a rights offer, a share consolidation, or a new series of bonds. Investors care because it changes how many tradable instruments exist and who can trade them, which can affect supply, ownership percentages and market liquidity much like adding more seats to a concert changes ticket availability and prices.

registration statement regulatory

"required to prepare and file a registration statement with the U.S. Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

resale financial

"agreed to register the resale of the PIPE Shares"

Resale is the act of selling an item, asset, or security by someone who previously bought it rather than by the original maker or issuer. It matters to investors because resale activity affects how easily an investment can be sold, the price buyers are willing to pay, and the potential profit or loss — like selling a used car: condition, demand and market rules determine what you can get for it.

FAQ

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

What PIPE financing did LightInTheBox (LITB) complete in August 2026?

LightInTheBox completed a private placement (PIPE), issuing 21,397,409 ordinary shares at $0.2566667 per share, raising about $5.49 million in gross proceeds before fees and expenses.

At what price were LightInTheBox (LITB) PIPE shares and ADSs sold?

The PIPE shares were sold at $0.2566667 per ordinary share, equivalent to $3.08 per American Depositary Share, with each ADS representing twelve ordinary shares of LightInTheBox.

How much capital did LightInTheBox (LITB) raise through the PIPE?

LightInTheBox raised approximately $5.49 million in aggregate gross proceeds from the PIPE, before deducting any related fees and expenses payable in connection with the transaction.

What are LightInTheBox’s (LITB) registration obligations after the PIPE?

LightInTheBox agreed to register the resale of the PIPE Shares by preparing and filing a registration statement with the U.S. SEC within 120 days following the closing date of the PIPE financing.

How will the new LightInTheBox (LITB) PIPE shares trade on the NYSE?

LightInTheBox submitted a Supplemental Listing Application to the NYSE for additional ADSs representing the PIPE Shares, and the NYSE authorized that application, enabling listing of those ADSs once issued.

Under what exemptions was the LightInTheBox (LITB) PIPE conducted?

The PIPE was conducted relying on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D. The PIPE Shares are unregistered and restricted from U.S. resale absent registration or a valid exemption.

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

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Available on EDGAR 08/10/2026 - 04:16 PM Accepted by SEC EDGAR 08/10/2026 - 04:15 PM 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 August 2026

Commission File Number: 001-35942

LightInTheBox Holding Co., Ltd.

4 Pandan Crescent #03-03

Singapore (128475)

(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:

x  Form 20-F ¨  Form 40-F

CONSUMMATION OF PIPE FINANCING

On August 10, 2026, LightInTheBox Holding Co., Ltd. (NYSE: LITB) (the “Company”) completed a private placement (the “PIPE”) pursuant to subscription agreements (the “PIPE Subscription Agreements”) with certain investors (each, a “Subscriber” and collectively, the “Subscribers”).

Pursuant to the PIPE Subscription Agreements, the Company issued and sold to the Subscribers an aggregate of 21,397,409 ordinary shares, par value $0.000067 per share (the “PIPE Shares”), at a purchase price of $0.2566667 per ordinary share (equivalent to $3.08 per American Depositary Share, each representing twelve ordinary shares), representing aggregate gross proceeds to the Company of approximately $5.49 million, prior to the payment of fees and expenses. Prior to the issuance of the PIPE Shares, the Company submitted a Supplemental Listing Application to the New York Stock Exchange for the listing of the additional American Depositary Shares representing the PIPE Shares, and the New York Stock Exchange has authorized such application.

The PIPE Subscription Agreements contain customary representations and warranties of the Company and the Subscribers, customary conditions to closing, and customary indemnification obligations. Pursuant to the PIPE Subscription Agreements, the Company has agreed to register the resale of the PIPE Shares and is required to prepare and file a registration statement with the U.S. Securities and Exchange Commission no later than one hundred twenty (120) days following the Closing Date.

The PIPE Shares were issued and sold to the Subscribers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder, and have not been registered under the Securities Act or any state securities laws. The Company relied on this exemption from registration based in part on representations made by the Subscribers. The PIPE Shares may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Report of Foreign Private Issuer on Form 6-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.

The foregoing summary of the PIPE Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the PIPE Subscription Agreements, a form of which is filed as Exhibit 10.1 to this Report of Foreign Private Issuer on Form 6-K and is incorporated by reference herein.

TABLE OF CONTENTS

Exhibit

Exhibit 10.1 — Form of PIPE Subscription Agreement, dated as of July 10, 2026 by and between LightInTheBox Holding Co., Ltd. and the Subscriber party thereto.

SIGNATURE

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.

LIGHTINTHEBOX HOLDING CO., LTD.
By:	/s/ Jian He
Name:	Jian He
Title:	Chief Executive Officer

Date: August 10, 2026

3

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 117.2 KB