AIOS Tech (NISN) launches private placement of 60M shares plus warrants

Rhea-AI Filing Summary

AIOS Tech Inc. entered into a private placement with investors for 60,000,000 Class A common shares at US$0.4 per share, together with warrants to purchase up to 120,000,000 additional Class A common shares in two tranches priced at 200% and 250% of the share price. The warrants become exercisable on the 90th day after closing and remain exercisable for five years. The transaction is expected to close in February 2026, and the company plans to use the proceeds for working capital and general corporate purposes. After closing, the company reports 64,985,096 issued and outstanding Class A common shares.

Positive

• Strengthened liquidity: The private placement of 60,000,000 Class A shares at US$0.4 per share provides new equity capital earmarked for working capital and general corporate purposes.
• Additional capital potential: Warrants for up to 120,000,000 Class A shares, exercisable at 200% and 250% of the subscription price, create the possibility of further capital inflows if exercised.

Negative

• Significant dilution risk: Issuance of 60,000,000 new shares plus warrants for up to 120,000,000 additional shares is large relative to the 64,985,096 Class A shares outstanding after closing.
• Extended warrant overhang: Warrants become exercisable 90 days after closing and remain outstanding for five years, potentially creating a long-term overhang on the equity.

Insights

Equity Capital Markets Analyst

Large discounted-style equity raise with significant warrant overhang.

AIOS Tech Inc. is raising equity through a private placement of 60,000,000 Class A shares at US$0.4 per share, paired with warrants for up to 120,000,000 additional shares. This brings immediate cash inflow while locking in potential future capital through warrant exercises.

The warrants are split into two equal tranches, exercisable at 200% and 250% of the share subscription price, starting on the 90th day after closing and expiring five years later. This structure ties additional capital raising to future share price performance.

Post-closing, issued and outstanding Class A shares total 64,985,096, so the registered warrant capacity is large relative to the current share count. The company plans to direct proceeds to working capital and general corporate purposes, and actual dilution will depend on if and when investors exercise the warrants.

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 February 2026

Commission File Number: 001-37829

AIOS Tech Inc.

(Registrant’s name)

Room 407, Tower 2, Harbour Centre

8 Hok Cheung Street, Hunghom, Kowloon

Hong Kong 

(Address of principal executive office)

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 ☐

Private Placement

On February 13, 2026, AIOS Tech Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”) for a private placement offering (the “Private Placement”) of 60,000,000 Class A common shares of par value US$0.01 per share (the “Class A Common Shares”) at the subscription price of US$0.4 per Class A Common Share (the “Per Share Purchase Price”) and warrants to purchase up to an aggregate of 120,000,000 Class A Common Shares (the “Warrants”).

The Warrants will be exercisable in two equal tranches: Warrants to purchase 60,000,000 Class A Common Shares are exercisable at a price equal to 200% of the Per Share Purchase Price, and Warrants to purchase the remaining 60,000,000 Class A Common Shares are exercisable at a price equal to 250% of the Per Share Purchase Price. The Warrants are exercisable on or after the ninety (90th) day following the closing date and will expire five (5) years after that date.

The Private Placement is expected to close in February 2026, subject to satisfaction or waiver of the conditions precedent set forth in the Securities Purchase Agreement. The Company intends to use the proceeds from the Private Placement for working capital and general corporate purposes. Upon closing of the Private Placement, the Company has a total of 64,985,096 issued and outstanding Class A common shares.

The foregoing description of the Securities Purchase Agreement and the Warrant does not purport to describe all terms and conditions thereof and is qualified in its entirety by reference to the form of Securities Purchase Agreement and the form of Warrant which are filed as Exhibits 4.1 and 10.1 hereto, respectively, and are incorporated herein by reference.

1

Exhibits

Exhibit No.		Description
4.1		Form of Warrant dated February 13, 2026
10.1		Form of Securities Purchase Agreement dated February 13, 2026 between AIOS Tech Inc. and Investors

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.

	AIOS Tech Inc.
Date: February 13, 2026	By:	/s/ Guo Li
	Name:	Guo Li
	Title:	Co-Chief Executive Officer

3

FAQ

What did AIOS Tech Inc. (NISN) announce in this 6-K filing?

AIOS Tech Inc. entered into a private placement with investors for 60,000,000 Class A common shares at US$0.4 per share and warrants to purchase up to 120,000,000 additional shares, providing new equity funding for working capital and general corporate purposes.

How many shares is AIOS Tech Inc. (NISN) issuing in the private placement?

The company is issuing 60,000,000 Class A common shares in the private placement. These shares are priced at US$0.4 each and are accompanied by warrants that could later add up to 120,000,000 more Class A common shares if fully exercised.

What are the terms of the warrants issued by AIOS Tech Inc. (NISN)?

AIOS Tech is issuing warrants to buy up to 120,000,000 Class A common shares in two equal tranches. One tranche is exercisable at 200% of the US$0.4 share price and the other at 250%, starting 90 days after closing and lasting five years.

When do the AIOS Tech Inc. (NISN) warrants become exercisable and when do they expire?

The warrants become exercisable on or after the 90th day following the private placement closing date. They remain exercisable for five years from that initial exercise date, providing a multi-year window for investors to convert warrants into Class A common shares.

How many AIOS Tech Inc. (NISN) shares are outstanding after the private placement?

Upon closing of the private placement, AIOS Tech reports 64,985,096 issued and outstanding Class A common shares. This figure reflects the company’s equity base after the new shares from the private placement have been issued to participating investors.

How will AIOS Tech Inc. (NISN) use the proceeds from the private placement?

AIOS Tech intends to use the proceeds from the private placement for working capital and general corporate purposes. This typically includes funding operations, supporting growth initiatives, and maintaining financial flexibility across the company’s ongoing business activities.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT DATED FEBRUARY 13, 2026 BETWEEN AIOS TECH 136.3 KB

Other Documents

• EX-4.1 FORM OF WARRANT DATED FEBRUARY 13, 2026 102.6 KB