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 November 2026
Commission File Number: 001-42440
NETCLASS TECHNOLOGY INC
Unit 11-03, ABI Plaza
11 Keppel Road
Singapore 089057
(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:
Form 20-F x
Form 40-F ¨
On November 5, 2026, Netclass Technology
Inc (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a certain investor,
pursuant to which the Company agreed to issue and sell (the “Offering”): (i) 675,000 Class A ordinary shares (the
“Shares”), of par value $0.0125 per share (“Class A Ordinary Shares”), (ii) pre-funded warrants (the
“Pre-Funded Warrants”) to purchase up to an aggregate of up to 2,325,000 Class A Ordinary Shares (such shares that are
issuable from time to time upon exercise of the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”)), (iii) 3,000,000
Allocation Rights (the “Allotment Rights”) for the purchase of additional Class A Ordinary Shares (the “Additional
Allotment Shares”) and/or additional Pre-Funded Warrants (the “Additional Allotment Pre-Funded Warrants”), and (iv) up
to an aggregate of 3,000,000 Additional Allotment Shares and/or Additional Allotment Pre-Funded Warrants upon the exercise of the Allotment
Rights, pursuant to a Securities Purchase Agreement, dated as of November 5, 2026, between the Company and the purchaser identified
on the signature page thereto. The purchase price of each Class A Ordinary Share is $0.40. The purchase price of each Pre-Funded
Warrant is $0.3875, which equals the price per Class A Ordinary Share being sold to the public in this offering, minus an exercise
price of $0.0125.
The Offering of the Shares, the Pre-Funded Warrants
and the Allotment Warrants closed on November 6, 2026 (the “Initial Closing Date”). The Company received approximately
$1.2 million in gross proceeds from the Offering, before deducting placement agent fees and estimated offering expenses. The Company intends
to use the net proceeds from the Offering for general corporate purposes.
The Allocation Rights allow the holder to purchase
up to 3,000,000 Additional Allotment Shares and/or Additional Allotment Pre-Funded Warrants on or before the 30th calendar day anniversary
of the Initial Closing Date. The purchase price of each Additional Allotment Share is $0.40 (as adjusted for share splits, share dividends,
recapitalizations, reorganizations, reclassification, combinations, reverse share splits or other similar events occurring after the date
hereof). The purchase price of each Additional Allotment Pre-Funded Warrant is $0.3875 (as adjusted for share splits, share dividends,
recapitalizations, reorganizations, reclassification, combinations, reverse share splits or other similar events occurring after the date
hereof).
The Pre-Funded Warrants and Additional Allotment
Pre-Funded Warrants will be exercisable immediately after issuance and from time to time, in whole or in part, at an exercise price equal
to $0.0125 per Class A Ordinary Share, and will expire when exercised in full. The Pre-Funded Warrants have been exercised in full
as of the date of this Report
The Purchase Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations
of the parties, and termination provisions.
The Class A Ordinary Shares, the Pre-Funded
Warrants, the Class A Ordinary Shares underlying the Pre-funded Warrants, the Allocation Rights, the Additional Allotment Shares
or the Additional Allotment Pre-Funded Warrants, and the Class A Ordinary Shares underlying the Additional Allotment Pre-Funded Warrants,
were offered by the Company pursuant to a registration statement on Form F-3 (File No.333-292458), as amended (the “Registration
Statement”) and a prospectus supplement dated November 6, 2026. The Registration Statement was initially filed with the U.S.
Securities and Exchange Commission (the “SEC”) on December 29, 2025, amended on February 9, 2026, and declared effective
on February 12, 2026.
On November 5, 2026, the Company entered
into a placement agency agreement (the “Placement Agency Agreement”) with Univest Securities,
LLC (“Univest” or the “Placement Agent”), pursuant to which
the Company engaged Univest as the exclusive placement agent in connection with the Offering.
Under the Placement Agency Agreement, the Company agreed to pay the Placement Agent a placement agent fee in cash equal to seven percent
(7%) of the aggregate gross proceeds raised from the sale. The Company also agreed to reimburse the Placement Agent at closing for legal
and other expenses incurred by them in connection with the Offering in an amount not to exceed $60,000.
The foregoing summaries of the Pre-Funded Warrants,
Placement Agency Agreement, the Purchase Agreement and do not purport to be complete and are subject to, and qualified in their entirety
by, such documents are filed as Exhibits 4.1, 10.1, and 10.2, respectively, hereto and incorporated by reference herein.
On November 5, 2026, the Company issued a
press release announcing the pricing of the Offering, a copy of which is furnished as Exhibit 99.1 hereto.
This Report is incorporated by reference into
the registration statements on F-3 (File No.333-292458) and prospectus supplement of the Company, filed with the SEC, to be a part
thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
This Report shall not constitute an offer to sell
any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
Forward-Looking Statements:
This Report contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal
securities laws. For example, the Company is using forward-looking statements when it discusses the closing of the Offering. All statements
other than statements of historical facts included in this Report are forward-looking statements. Forward-looking statements are neither
historical facts nor assurances of future performance. Instead, they are based only on the Company’s current beliefs, expectations
and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events and trends, the economy
and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. The Company’s
actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should
not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to
differ materially from those indicated in the forward-looking statements include the risks and uncertainties described in the Company’s
annual report on Form 20-F for the year ended September 30, 2025, filed with the Commission on February 2, 2026, and the
Company’s other filings with the Commission. The Company undertakes no obligation to publicly update any forward-looking statement,
whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Exhibit Index
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded
Warrant |
| 5.1 |
|
Opinion of Ogier, regarding
the validity of the Class A Ordinary Shares being registered |
| 5.2 |
|
Opinion of Ortoli Rosenstadt
LLP, regarding the validity of the Pre-Funded Warrants being registered |
| 10.1 |
|
Placement Agency Agreement,
dated November 5, 2026, by and between the Company and Univest Securities, LLC |
| 10.2 |
|
Form of Securities
Purchase Agreement |
| 99.1 |
|
Press Release on Pricing
of the Company’s Registered Direct Offering, dated November 5, 2026 |
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.
| |
Netclass Technology Inc |
| |
|
|
| Date: November 6, 2026 |
By: |
/s/ Jianbiao Dai |
| |
Name: |
Jianbiao Dai |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
NetClass Technology
Inc Announces Pricing of $1.2 Million Registered Direct Offering
SINGAPORE and
HONG KONG, November 6, 2026 (GLOBE NEWSWIRE) -- NetClass Technology Inc (NASDAQ: NTCL) (the "Company"), a B2B smart
education IT solutions provider with offices in Shanghai, Hong Kong, Singapore and Tokyo, today announced that it has entered into securities
purchase agreements with a single institutional investor for the purchase and sale of 3,000,000 Class A Ordinary Shares (the “Shares”)
(or pre-funded warrants in lieu thereof), at an offering price of $0.40 per share in a registered direct offering (the “Offering”).
The gross proceeds
to the Company from the registered direct offering are estimated to be approximately $1.2 Million before deducting the placement agent’s
fees and other estimated offering expenses. The offering is expected to close on or about November 6, 2026, subject to the satisfaction
of customary closing conditions.
Univest Securities,
LLC is acting as the sole placement agent.
The registered
direct offering is being made pursuant to a shelf registration statement on Form F-3 (File No. 333-292458) previously filed
by the Company with the U.S. Securities and Exchange Commission (“SEC”) and became effective by on February 12, 2026.
A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and
will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and
the accompanying prospectus may be obtained, when available, by contacting Univest Securities, LLC at info@univest.us, or by calling
+1 (212) 343-8888.
This press
release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying
base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC's website at www.sec.gov.
About NetClass Technology
Inc
NETCLASS TECHNOLOGY
INC is a leading B2B smart education specialist with offices in Shanghai, Hong Kong, Singapore, and Tokyo, providing innovative IT solutions
to schools, training institutions, corporations, public agencies, and other organizations. Our services include SaaS subscription services
and application software development, with solutions spanning teaching and campus management, online teaching, examinations, epidemic
prevention, data storage, EDC (Education Credit) blockchain systems, and lecturer evaluation services. Our mission is to deliver reliable,
high-quality products that drive sustainable growth for our customers. For more information, please visit the Company's website: https://ir.netclasstech.com
Forward-Looking
Statements
Certain statements
in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties
and are based on current expectations and projections about future events and financial trends that the Company believes may affect its
financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements
by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,”
“estimate,” “intend,” “plan,” “believe,” “potential,” “continue,”
“is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements
to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the
Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations
will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results
and encourages investors to review other factors that may affect its future results in the Company’s registration statement and
in its other filings with the U.S. Securities and Exchange Commission.
For investor and media inquiries, please contact:
NETCLASS TECHNOLOGY INC
Investor Relations
Email: ir@netclasstech.com
Jackson Lin
Lambert by LLYC
Phone: +1 (646) 717-4593
Email: jian.lin@llyc.global
