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 (NTCL) completed a registered direct offering that included 675,000 Class A ordinary shares and pre-funded warrants to purchase up to 2,325,000 Class A ordinary shares. The company received approximately $1.2 million in gross proceeds before placement-agent fees and estimated offering expenses, and intends to use net proceeds for general corporate purposes.
The purchase prices were $0.40 per share and $0.3875 per pre-funded warrant; the warrants had an exercise price of $0.0125 per share and were exercised in full as of November 6, 2026. The offering closed November 6, 2026. The 3,000,000 Allocation Rights allow the holder to purchase up to 3,000,000 additional shares and/or additional pre-funded warrants on or before the 30th calendar day anniversary of the closing.
Univest Securities, LLC served as exclusive placement agent. The company agreed to pay it a cash fee equal to 7% of gross proceeds and reimburse legal and other expenses up to $60,000.
NetClass Technology Inc. (NTCL) is offering 675,000 Class A ordinary shares and Pre-Funded Warrants to purchase up to 2,325,000 Class A ordinary shares, plus 3,000,000 Allocation Rights to purchase additional shares and/or warrants and up to 3,000,000 additional shares and/or warrants upon exercise. Class A shares cost $0.40 each; Pre-Funded Warrants cost $0.3875 each and have a $0.0125 per-share exercise price.
The investor may exercise the Allocation Rights on or before the 30th calendar day anniversary of the Initial Closing Date. Assuming full exercise of the Pre-Funded Warrants, the estimated public offering price is $1.2 million with no additional allotment, or $2.4 million with full sale and exercise of the additional allotment; corresponding proceeds to NTCL before expenses are $1.116 million and $2.232 million. Univest Securities receives a 7.0% cash fee and $60,000 in accountable expense reimbursements. The offering has no minimum securities count or proceeds condition to closing, and actual proceeds may be substantially less.
NetClass Technology Inc. repaid its convertible promissory note in full on November 4, 2026, paying the holder $949,323.78 for outstanding principal, accrued and unpaid interest, fees and other amounts. The company also repurchased 21,390 Pre-Delivery Shares for an aggregate $267.38.
Upon receipt of the payoff, the note and the holder’s conversion rights ended, and the reservation of 1,654,436 Class A ordinary shares for conversion was cancelled; those shares returned to authorized-but-unissued status. The company plans to cancel the Pre-Delivery Shares. From issuance through repayment, the holder had converted $1,629,000 of the note into 1,696,379 Class A ordinary shares.
NetClass Technology Inc (NTCL) issued 1,590,000 Class A ordinary shares to certain investors on October 29, 2026, under a securities purchase agreement dated October 28, 2026, at US$0.20 per share for aggregate consideration of US$318,000. The board approved the issuance. The shares were issued as restricted securities in reliance on Section 4(a)(2) or Regulation S.
NetClass also issued shares as consideration for services: 550,000 shares to Forward Sight Company Limited for a four-month campus electronic class board management system development project; 540,000 shares to Simeon Fine Company Limited for a Chinese language intensive training system project running through March 31, 2027; and 500,000 shares to Layou Fortune Holding Company Limited for 24 months of market promotion and strategic advisory services related to the company’s AI cloud services business. The service agreements were dated October 20, 2026.
NetClass Technology Inc (NTCL) received the Outstanding Case Award at the 2026 Digital Lifelong Learning International Conference for its case study on multi-agent foreign-language education. Held October 16–17, 2026, at Shanghai Open University, the conference was co-organized by the university, the UNESCO Institute for Lifelong Learning and the UNESCO Institute for Information Technologies in Education. The case was selected from a nationwide pool of submissions on AI-empowered smart learning ecosystems.
NetClass said its proprietary AI English Go system and CEPA assessment engine use specialized agents to analyze pronunciation, vocabulary, grammar, discourse structure and pragmatic usage. The software also uses confidence score fusion, anomaly flagging and dynamic routing, with human instructor review for open-ended oral dialogue and composition. Deputy General Manager Jing Wang presented the case study.
NetClass Technology Inc. will hold an extraordinary general meeting on November 10, 2026, at 10 a.m. Singapore time (November 9, 2026, at 9 p.m. Eastern time). The board unanimously recommends voting “FOR” Proposals 1, 2 and 3. Proxy materials are available at the company’s investor-relations SEC filings page.
NetClass Technology Inc. is asking shareholders to approve a 10-for-1 consolidation of all issued and unissued Class A and Class B ordinary shares, effective November 20, 2026, only if approved. Authorized ordinary shares would change from 800,000,000 to 80,000,000 while authorized share capital remains US$10,000,000; each class’s par value would rise from US$0.0125 to US$0.125.
The company says the proposal is intended to address Nasdaq’s US$1.00 minimum bid-price requirement. After a 50-for-1 reverse split on July 6, 2026, it says no compliance period would be available if a bid-price deficiency continues for 30 consecutive trading days, and the Class A shares would be subject to immediate delisting. The board also cautions that the consolidation may not increase the share price proportionally or permanently and could reduce liquidity.
At the November 10, 2026 extraordinary general meeting, shareholders will also consider adopting a fifth amended and restated memorandum and articles, conditional on approval of the consolidation, and a possible adjournment to seek additional proxies if votes are insufficient.
NetClass Technology Inc. (NTCL) entered into a joint venture formation agreement on October 1, 2026, with Xiangdong Wang and Future Science and Education Development Foundation Limited to establish Linkee AI Company Limited. The venture’s initial capital arrangement is HKD 10,000; NetClass holds an initial 40%, Wang 49%, and the foundation 11%. NetClass’s corresponding initial capital contribution is expected to be HKD 4,000.
Linkee AI was incorporated in Hong Kong on October 5, 2026, and will principally handle overseas sales, marketing, operations and related technology services for AI companion smart toys. Its intended initial directors are Wang and Jianbiao Dai, NetClass’s Chairman and Chief Executive Officer. Any further investment or commercial arrangement must be separately agreed in writing.
NetClass also announced the launch of its LinkeeBot interactive AI smart pet line, which it said is now available. Initial commercialization is planned in select Asian markets, including Southeast Asia, Mainland China, Hong Kong and Japan. NetClass said it is using an asset-light model with hardware manufacturers and software infrastructure providers, and expects this approach to help limit capital expenditure and inventory exposure.
NetClass Technology Inc (NTCL) entered into a securities purchase agreement with its controlling shareholder, Dragonsoft Holding Limited, on September 2, 2026. The company agreed to issue and sell 300,000 Class B ordinary shares to Dragonsoft at $1.88 per share, equal to the closing price of its Class A ordinary shares on September 1, 2026. The shares were issued on September 3, 2026, after which Dragonsoft holds 100% of the outstanding Class B ordinary shares, representing 91.34% of the total voting power of NetClass’s issued and outstanding share capital. The transaction was conducted as a private offering relying on Section 4(a)(2) of the Securities Act of 1933 and Regulation S, and this report is incorporated by reference into NetClass’s existing Form S-8 and Form F-3 registration statements.
Netclass Technology Inc. amended a previously issued Convertible Promissory Note originally dated August 4, 2025 with an accredited investor. The note’s maturity date was extended to November 5, 2026 under an Amendment to Convertible Promissory Note entered on August 13, 2026. In exchange for this extension, the company agreed to pay an extension fee of 2.5% of the note’s outstanding balance immediately before the extension. This Extension Fee was capitalized into the debt, resulting in a revised outstanding balance of $2,167,914.73 as of the amendment date. The amendment form is filed as an exhibit and the report is incorporated by reference into the company’s existing Form S-8 and Form F-3 registration statements.