Netclass Technology extends $2.2M convertible note

Netclass Technology Inc. amended a previously issued Convertible Promissory Note originally dated August 4, 2025 with an accredited investor.

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Extending the note’s maturity to November 5, 2026 and adding a 2.5% extension fee increases interest-like costs and raises the outstanding balance to $2,167,914.73, modestly increasing indebtedness.

Key Figures

Original note principal: $2,200,000.00 Extension fee rate: 2.5% Outstanding balance after extension fee: $2,167,914.73 +2 more

5 metrics

Original note principal $2,200,000.00 Convertible Promissory Note issued August 4, 2025

Extension fee rate 2.5% Percentage of outstanding balance charged for maturity extension

Outstanding balance after extension fee $2,167,914.73 Note balance as of August 13, 2026 after applying Extension Fee

New maturity date November 5, 2026 Revised maturity date of the Convertible Promissory Note

Amendment date August 13, 2026 Date the Amendment to Convertible Promissory Note was executed

Key Terms

Convertible Promissory Note, Securities Purchase Agreement, accredited investor, Registration Statement on Form F-3, +1 more

5 terms

Convertible Promissory Note financial

"issued a certain Convertible Promissory Note in the original principal amount"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

Securities Purchase Agreement financial

"pursuant to that the certain Securities Purchase Agreement between the Company"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

accredited investor financial

"the original principal amount of $2,200,000.00 to an accredited investor"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

Registration Statement on Form F-3 regulatory

"Company’s Registration Statement on Form F-3 filed with the Securities"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

Registration Statement on Form S-8 regulatory

"Registration Statement on Form S-8 filed with the Securities and"

A registration statement on Form S-8 is the U.S. Securities and Exchange Commission filing companies use to register shares they intend to grant to employees, directors, consultants or benefit plans under stock compensation programs. It matters to investors because it signals potential issuance of new shares tied to pay and incentives, which can increase the total shares outstanding — like adding more slices to a pie — reducing each existing share’s ownership and potentially affecting earnings per share and stock value.

FAQ

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

What change to its debt did NETCLASS TECHNOLOGY INC (NTCL) report on this Form 6-K?

Netclass Technology Inc. extended the maturity of a Convertible Promissory Note to November 5, 2026 and capitalized a 2.5% extension fee into the note’s outstanding balance.

What is the new outstanding balance of NETCLASS TECHNOLOGY INC’s convertible note?

After applying the 2.5% extension fee, the outstanding balance of Netclass Technology Inc.’s Convertible Promissory Note is $2,167,914.73 as of the August 13, 2026 amendment date.

How large was the original principal on NETCLASS TECHNOLOGY INC’s convertible note?

The Convertible Promissory Note originally issued by Netclass Technology Inc. had an original principal amount of $2,200,000.00, as disclosed in connection with the August 4, 2025 issuance.

Who holds NETCLASS TECHNOLOGY INC’s amended Convertible Promissory Note?

The amended Convertible Promissory Note is held by an accredited investor, referred to as the Holder, under a Securities Purchase Agreement dated August 1, 2025 with Netclass Technology Inc.

How is this Form 6-K related to NETCLASS TECHNOLOGY INC’s existing registration statements?

This Form 6-K is incorporated by reference into Netclass Technology Inc.’s Form S-8 (No. 333-286348) and Form F-3 (No. 333-292458), linking the note amendment disclosure to those registrations.

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

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Available on EDGAR 08/14/2026 - 04:34 PM Accepted by SEC EDGAR 08/14/2026 - 04:30 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:001-42440

NETCLASS TECHNOLOGY INC 

(Translation of registrant’s name into English)

Unit 11-03, ABI Plaza 

11 Keppel Road 

Singapore 089057 

(Address of principal executive office)

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 ¨

As previously disclosed, on August 4, 2025, NETCLASS TECHNOLOGY INC (the “Company”) issued a certain Convertible Promissory Note in the original principal amount of $2,200,000.00 (the “Note”) to an accredited investor (the “Holder”) pursuant to that the certain Securities Purchase Agreement between the Company and the Holder dated August 1, 2025.

On August 13, 2026, the Company entered into an Amendment to Convertible Promissory Note (the “Amendment Agreement”) with the Holder, pursuant to which the parties agreed to extend the maturity date of the Note to November 5, 2026, and the Company agrees to pay to the Holder an extension fee in an amount equal to two and one-half percent (2.5%) of the outstanding balance of the Note immediately prior to giving effect to the Extension (the “Extension Fee”). Such Extension Fee was added to the outstanding balance of the Note. As of the date of the Amendment Agreement, the outstanding balance of the Note, following the application of the Extension Fee, was $2,167,914.73.

The foregoing description of the Amendment Agreement are qualified in their entirety by reference to the provisions of the form of the Amendment Agreement filed as Exhibit 10.1 to this report, which is incorporated by reference herein.

This report on Form 6-K is incorporated by reference into the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on April 2, 2025 (Registration No. 333-286348) and Company’s Registration Statement on Form F-3 filed with the Securities and Exchange Commission on December 29, 2025 (Registration No. 333-292458).

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of the Amendment to Convertible Promissory Note

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: August 14, 2026	By:	/s/ Jianbiao Dai
	Name:	Jianbiao Dai
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 19.2 KB