NetClass Technology repays $949K convertible note

The cancellation returns 1,654,436 Class A ordinary shares to authorized-but-unissued status after the note’s conversion rights ended.

Available on EDGAR 11/04/2026 - 04:31 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

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.

Key Figures

Note payoff amount: $949,323.78 Pre-Delivery Shares repurchased: 21,390 shares Aggregate purchase price: $267.38 +4 more

7 metrics

Note payoff amount $949,323.78 Paid to repay the note in full on November 4, 2026

Pre-Delivery Shares repurchased 21,390 shares Repurchased on November 4, 2026

Aggregate purchase price $267.38 Price paid for the Pre-Delivery Shares

Class A ordinary shares reserved for conversion 1,654,436 shares Reservation cancelled upon receipt of the payoff

Note converted $1,629,000 Converted from issuance of the note through repayment

Class A ordinary shares issued upon conversion 1,696,379 shares Aggregate shares issued from note conversions through repayment

Original principal amount $2,200,000 Original principal amount of the note

Key Terms

convertible promissory note, Pre-Delivery Shares, authorized but unissued shares, accrued and unpaid interest

4 terms

convertible promissory note financial

"issued ... a convertible promissory note"

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.

Pre-Delivery Shares financial

"repurchased the 21,390 Pre-Delivery Shares"

authorized but unissued shares financial

"returned to the status of authorized but unissued shares"

Authorized but unissued shares are the number of shares a company is legally allowed to create but has not yet issued to investors, employees, or other parties. They matter to investors because issuing those reserved shares in the future can dilute existing ownership, raise cash, or be used for employee pay and acquisitions—like having empty slots a company can fill later, which changes voting power and per-share value.

accrued and unpaid interest financial

"outstanding principal, accrued and unpaid interest, fees"

Accrued and unpaid interest is the interest that has built up on a loan or debt but hasn't been paid yet. It's like owing your friend money for a favor over time—you're expected to pay it later, even though you haven't paid it yet. This matters because it shows how much you owe beyond the original amount borrowed.

FAQ

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

How much did NTCL pay to repay its convertible note?

NetClass Technology Inc. paid the holder $949,323.78 to repay the note in full on November 4, 2026. The payoff covered all outstanding principal, accrued and unpaid interest, fees and other amounts owed under the note.

How many NTCL shares were issued through conversions of the note?

The holder converted $1,629,000 of the note into an aggregate of 1,696,379 Class A ordinary shares from the note’s issuance through its repayment.

When was the NTCL note’s maturity date extended?

NetClass Technology Inc. and the holder agreed on August 13, 2026, to extend the note’s maturity date to November 5, 2026. The company repaid the note in full on November 4, 2026.

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

Form 6-K: How Foreign Companies Report to the SEC →

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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

(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 ¨

Repayment in Full of Convertible Promissory Note and Cancellation of Share Reserve

As previously reported in the Report on Form 6-K furnished to the Securities and Exchange Commission (the “SEC”) on August 1, 2025, on August 4, 2025, Netclass Technology Inc (the “Company”) issued to an accredited investor (the “Holder”) a convertible promissory note in the original principal amount of $2,200,000 (as amended, the “Note”) pursuant to a securities purchase agreement dated August 1, 2025, between the Company and the Holder (the “Purchase Agreement”).

As previously reported in the Report on Form 6-K furnished to the SEC on August 14, 2026, on August 13, 2026, the Company and the Holder agreed to extend the maturity date of the Note to November 5, 2026.

On November 4, 2026, the Company (i) repaid the Note in full by paying the Holder $949,323.78 (the “Payoff Amount”), which represented all outstanding principal, accrued and unpaid interest, fees, and other amounts owed under the Note and (ii) repurchased the 21,390 Pre-Delivery Shares (as defined in Purchase Agreement)at an aggregate purchase price of $267.38.

In connection with the repayment, on November 3, 2026, the Company and the Holder entered into an Acknowledgment (the “Acknowledgment”). Under theAcknowledgment, the Holder acknowledged and agreed that, upon its receipt of the Payoff Amount, (i) the Company has fully satisfied all of its obligations under the Note, and all indebtedness, liabilities, and obligations of the Company under the Note have been paid, satisfied, and discharged in full; (ii) the Note has been terminated and cancelled, and all rights of the Holder under the Note, including any right to convert the Note into ordinary shares of the Company, have terminated; (iii) the reservation of 1,654,436 Class A ordinary shares of the Company for issuance upon conversion of the Note has been cancelled,so that those shares have returned to the status of authorized but unissued shares; and (iv) the holder will deliver the Pre-Delivery Shares in accordance with the Purchase Agreement. The Company plans to cancel the Pre-Delivery Shares.

From the issuance of the Note through its repayment, the Holder converted $1,629,000 of the Note into an aggregate of 1,696,379 Class A ordinary shares of the Company.

This Report on Form 6-K is hereby 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).

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 4, 2026	By:	/s/ Jianbiao Dai
	Name:	Jianbiao Dai
	Title:	Chief Executive Officer
		(Principal Executive Officer)