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 2025
Commission File Number: 001-42440
NETCLASS TECHNOLOGY
INC
6F, Building A
1188 Wan Rong Road
Shanghai, People’s Republic of China 200436
+86 021-61806588
(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 August 1, 2025, NETCLASS TECHNOLOGY
INC (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an
accredited investor (the “Buyer”) relating to the issuance and sale of (a) a convertible promissory note (the
“Note”) in the principal amount of $2,200,000, at a purchase price of $2,000,000, convertible into Class A ordinary
shares, par value $0.00025 per share (the “Class A Ordinary Shares”), of the Company; and (b) 1,069,500 Class A
Ordinary Shares (the “Pre-Delivery Shares”), at a purchase price of $0.00025 per share (together, the “Offering”).
The transaction is expected to close on August 4,
2025 (the “Closing” or “Closing Date”). The gross proceeds from the sale of the Note and Pre-Delivery Shares will
be $2,000,000, prior to deducting transaction fees and estimated expenses. Univest Securities, LLC has acted as the placement agent (the
“Placement Agent”) for the transaction contemplated in this Securities Purchase Agreement. The Company has agreed to pay Placement
Agent upon the closing of this transaction, a cash fee equal to 8% of the gross proceed, a non-accountable expense equal to 1% of the
gross proceed, and accountable expense in the amount of $30,000. The Company has further agreed that the Placement Agent shall be entitled
to compensation, calculated as set forth above, in connection with any public or private offering or other financing or capital-raising
transaction of any kind, to the extent such financing or capital is provided by investors introduced to the Company by Placement Agent
prior to the consummation of the Offering, if such transaction is consummated at any time during the period within six (6) months
following the Closing.
Note
The Note will bear an interest rate of 9% per
annum. All outstanding principal and accrued interest on the Note will become due and payable twelve (12) months after the purchase price
of the Note is delivered by the Buyer to the Company (the “Purchase Price Date”). The Note includes an original issue discount
(the “OID”) of $180,000, In addition, Company agrees to pay $20,000 to the Buyer for the Buyer’s legal fees, accounting
costs, due diligence, monitoring, and other transaction costs incurred in connection with the purchase and sale of the Note (the “Transaction
Expense Amount”). The OID and the Transaction Expense Amount will be included in the initial principal balance of the Note.
The Note has a conversion price (the “Conversion
Price”) equal to 88% of the lowest daily VWAP (the dollar volume-weighted average price for ordinary shares on the Nasdaq Capital
Market) during the ten (10) consecutive trading days immediately preceding the conversion date or other date of determination, but
not lower than US$0.7106 per Class A Ordinary Share (the “Floor Price”). Buyer has the right at any time beginning on the
earlier of (a) the date that is six months from the Purchase Price Date, and (b) the effective date of the Registration Statement
(as defined below), until the outstanding balance has been paid in full, at its election, to convert all or any portion of the outstanding
balance into fully paid and non-assessable Class A Ordinary Shares (the “Conversion Shares”) as per the following conversion
formula: the number of Conversion Shares equals the amount of the outstanding balance being converted (the “Conversion Amount”)
divided by the Conversion Price. The Company may, with ten trading days’ prior written notice, prepay all or any portion of the
outstanding balance under the Note prior to the Maturity Date at a cash price equal to 120% of the portion of the outstanding balance
to be prepaid.
Upon the occurrence of a Trigger Event (as defined
in the Note), the Buyer shall have the right to apply the Trigger Effect, which means: (a) for the first Trigger Event, the Buyer
may increase the outstanding balance of the Note by an amount equal to 15% of the outstanding balance as of the date of such Trigger Event;
and (b) for the second Trigger Event, the Buyer may increase the outstanding balance by an additional 15%, with such increased amount
being immediately due and payable in cash by the Company to the Buyer; provided, however, that the total amount of such cash payment shall
not exceed $175,000.
The Company has agreed to file a registration
statement on Form F-1 (the “Registration Statement”) within forty-five (45) days following the Closing to register the
resale of the Pre-Delivery Shares and the Conversion Shares held by the Investor. The Company will use commercially reasonable efforts
to cause such Registration Statement to be declared effective by the U.S. Securities and Exchange Commission within ninety (90) days of
the Closing Date. If the Registration Statement is not declared effective by such date, the outstanding balance of the Note will automatically
increase by one percent (1%) on the 90th day, and will continue to increase by one percent (1%) for each thirty (30) day that the Registration
Statement is not declared effective until the date that is six (6) months from the Closing Date.
The execution and delivery of the Securities Purchase
Agreement was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as
amended and Regulations D promulgated thereunder.
The foregoing summaries of the Securities Purchase
Agreement, the Note and the Pre-Delivery Shares do not purport to be complete and are subject to, and qualified in their entirety by,
the full text of, as applicable, the exhibits to this Current Report on Form 6-K, which are incorporated herein by reference.
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).
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Convertible Promissory Note |
| 10.1 |
|
Form of Securities Purchase
Agreement |
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 1, 2025 |
By: |
/s/ Jianbiao Dai |
| |
Name: |
Jianbiao Dai |
| |
Title: |
Chief Executive Officer |
