Welcome to our dedicated page for NetClass Technology SEC filings (Ticker: NTCL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The NETCLASS TECHNOLOGY INC (NTCL) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as a foreign private issuer listed on Nasdaq. NetClass files annual reports on Form 20-F and current reports on Form 6-K under the Securities Exchange Act of 1934, offering detailed information on its smart education software business, capital structure, and governance.
Through its Form 6-K filings, NetClass furnishes earnings releases and financial statements, including unaudited condensed consolidated results for interim periods. These documents break down revenues from subscription services and application development, cost of revenues, operating expenses such as selling and marketing, general and administrative, and research and development, as well as net loss and comprehensive loss. Balance sheet data in these filings outlines assets, liabilities, and shareholders’ equity, including Class A and Class B ordinary shares.
NetClass also uses Form 6-K to report financing transactions and securities purchase agreements, such as a convertible promissory note and related Class A ordinary shares sold to an accredited investor, and a PIPE financing involving the issuance of 1,500,000 Class A ordinary shares to an institutional investor. These filings describe key terms, exemptions from registration under the Securities Act of 1933, and related press releases. Additional 6-Ks address corporate actions and governance matters, including the establishment of a Singapore subsidiary, relocation of headquarters, and shareholder meetings approving changes to voting rights for Class B ordinary shares and adopting amended and restated memorandum and articles of association.
On Stock Titan, these filings are updated as they appear on EDGAR, and AI-powered tools summarize the contents of lengthy reports. Users can quickly understand the main points of NetClass’s 6-K submissions, identify how financing arrangements may affect the capital structure, and see how governance decisions impact voting rights. This page is a central resource for reviewing NTCL’s official SEC communications, financial disclosures, and material corporate developments.
Netclass Technology Inc entered into a securities purchase agreement with Dragonsoft Holding Limited, an entity wholly owned and directed by Chief Executive Officer and chairman Dr. Jianbiao Dai. Under this agreement, the company agreed to issue and sell 100,000 Class B ordinary shares at $2.69 per share, matching the July 31, 2026 closing price of its Class A shares.
The shares were issued on August 5, 2026 pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Regulation S. After the issuance, Dragonsoft continues to own 100% of the outstanding Class B shares, representing 77.93% of the combined voting power of the company’s issued and outstanding Class A and Class B shares.
Netclass Technology Inc entered three equity-paid service arrangements with unaffiliated parties connected to its education and AI products. China Outdoor Media Development Limited will provide twelve months of outdoor advertising on a JinMao Tower LED screen in Shanghai in exchange for 320,000 Class A ordinary shares. Technician Gang Zhu will deliver development and maintenance services for a word‑memorizing interactive game system for twelve months for 240,000 Class A ordinary shares. Consultant ZEN SONG will provide technical consulting on an AI‑powered Portuguese proficiency assessment system for twelve months for 250,000 Class A ordinary shares. In total, Netclass is issuing 810,000 restricted Class A shares under Section 4(a)(2) or Regulation S, with the shares validly issued and fully paid while economic benefits are contractually tied to substantial or full completion of the agreed services, including make‑good service or cash compensation mechanisms for non‑performance.
NetClass Technology Inc, a Cayman holding company for PRC-focused online professional education and IT solutions, reported unaudited results for the six months ended March 31, 2026. Revenue was $6.36 million, up from $3.65 million a year earlier, driven by application development, subscription services and new AI computing power support services of $1.07 million.
Cost of revenues nearly matched revenue, leaving gross profit of $2,231 versus $305,390 previously. Operating expenses were $5.46 million, similar to the prior period, resulting in a loss from operations of $5.46 million. Net loss widened to $5.96 million, including $469,917 of interest expense tied to a convertible note with a stated effective interest rate of 66.2% and a penalty of $92,352 for a delayed F-1 effectiveness, partly offset by a $204,794 gain from remeasuring the related derivative liability.
Net cash used in operating activities improved to $2.53 million, with cash provided by financing activities of $2.71 million, mainly from a $3.20 million private placement. Cash and cash equivalents were $1.70 million at March 31, 2026. Total assets were $15.82 million, including $3.51 million of long-term prepaid AI and marketing services and $1.24 million of intangible assets. Total liabilities were $11.10 million, including $1.98 million of convertible debt and a $25,585 derivative liability; total equity was $4.72 million. After a 50:1 reverse stock split effective July 6, 2026, basic and diluted loss per share was $12.69 on 469,684 weighted average shares.
NetClass Technology Inc reported that Nasdaq has confirmed the company regained compliance with the Nasdaq Capital Market’s minimum bid price listing requirement. Earlier, its Class A ordinary shares traded below $1.00 per share for 30 consecutive business days, triggering a 180-day cure period ending July 27, 2026.
On June 19, 2026, shareholders and the board approved a 50-for-1 reverse stock split, which took effect on Nasdaq on July 6, 2026. From July 7 to July 20, 2026, the closing bid was at least $1.00 for ten consecutive business days, and Nasdaq deemed the company back in compliance effective July 21, 2026.
NETCLASS TECHNOLOGY INC has completed a 1-for-50 reverse stock split of its Class A and Class B ordinary shares following shareholder approval at an extraordinary general meeting. The split took effect at the open of trading on July 6, 2026 on Nasdaq under the existing symbol NTCL.
Every 50 pre-split Class A or Class B ordinary shares with a par value of $0.00025 now represent one post-split share with a par value of $0.0125. The company states that the reverse split is intended to help maintain compliance with Nasdaq minimum bid price requirements under the referenced listing rules.
After the reverse split, total issued and outstanding Class A ordinary shares decreased from approximately 63.94 million to approximately 1.28 million, and Class B ordinary shares from approximately 2.0 million to approximately 0.4 million. Authorized share counts were reduced proportionally, and fractional entitlements are rounded up so that no fractional shares are issued.
NetClass Technology Inc entered two year-long technology service agreements starting on May 6, 2026, paying entirely in equity rather than cash. One agreement with Bangyuan Liu covers development of an LLM-based learning app system; another with Akaewood Investment Holding Co., Ltd. covers AI-based technology research and development.
As consideration, NetClass issued 2,800,000 Class A ordinary shares at par value $0.00025 per share to Bangyuan Liu and 3,200,000 Class A ordinary shares to Akaewood Investment Holding Co., Ltd., both on June 15, 2026. These shares are issued as restricted securities in reliance on Regulation S and are linked to continued service performance through May 5, 2027.
NETCLASS TECHNOLOGY INC reported new steps to expand its AI-based language assessment business and academic partnerships. The company signed a cooperation framework agreement with Shanghai Singapore International School to deploy its Classroom English Proficiency Assessment platform to evaluate students and staff for admissions, class placement, and training.
NetClass also launched a Portuguese proficiency assessment system and entered a Memorandum of Understanding with the University of Évora in Portugal. This framework covers AI education innovation, smart healthcare research, academic exchanges, and joint innovation projects to support the company’s AI-driven multilingual assessment strategy.
NTCL filed a Form 144 disclosing proposed sales of Class A Ordinary Shares linked to director compensation and services. The excerpt lists proposed quantities of 1,510 and 1,667 shares (dates 05/14/2025 and 11/03/2025) and a combined notice quantity of 3,177 shares.
NETCLASS TECHNOLOGY INC registers 27,027,015 Class A Ordinary Shares for resale by selling shareholders pursuant to a March 25, 2026 securities purchase agreement. The Company states it is not selling any securities under this prospectus and will receive no proceeds from these resales. The prospectus lists 57,942,904 Class A Ordinary Shares outstanding as of April 15, 2026 and a last reported Nasdaq sale price of $0.4977 per share on April 15, 2026.
The filing describes the plan of distribution, the Company’s dual-class capital structure, regulatory and operational risks tied to PRC/Hong Kong laws (including cybersecurity and CSRC filing risks), dividend and cash‑flow mechanics through the group, and recent financings including an IPO and a convertible note.