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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported): March 25,
2026
| NEXT
TECHNOLOGY HOLDING INC. |
| (Exact
name of Registrant as specified in its charter) |
| Wyoming |
|
001-41450 |
|
84-4948289 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File No.) |
|
(IRS Employer
Identification No.) |
NEXT
TECHNOLOGY HOLDING INC.
1376-7
OBA, KASUKABE
CITY, SAITAMA PREFECTURE GRANDAGE 3, TAKEBASHI 408
JAPAN
344-0021
+81-7094081304
(Address,
including zip code, and telephone number, including area code, of principal executive offices)
Wyoming
Registered Agent
1621
Central Ave,
Cheyenne,
Wyoming
82001
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-14c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Common
Stock, no par value per share |
|
NXTT |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§204.12b-2 of this chapter.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01
Entry into a Material Definitive Agreement.
On
March 25, 2026, Next Technology Holding Inc., a Wyoming corporation (the “Company”) entered into a securities purchase agreement
(the “Purchase Agreement”) with twenty investors named thereto (the “Purchasers”), pursuant to which the Company
agreed to issue and sell, in a registered direct offering (the “Offering”): (i) 71,381,818 shares of common stock (the “Common
Stock”) of the Company, no par value per share (the “Shares”), at a purchase price of $1.10 per share; and (ii) pre-funded
warrants to purchase up to 71,381,818 shares of Common Stock (the “Pre-Funded Warrants”) at a purchase price of $1.099 per
Pre-Funded Warrant.
The
Offering is expected to close on March 26, 2026. The Company is expected to receive approximately $157 million in gross proceeds
from the Offering upon closing, before deducting estimated offering expenses. The Company intends to use the net proceeds from the
Offering for working capital purposes.
Each Pre-Funded Warrant represents
the right to purchase one share of Common Stock at an exercise price of $0.001 per share. The Pre-Funded Warrants are exercisable immediately
and may be exercised at any time until the Pre-Funded Warrants are exercised in full (subject to the beneficial ownership limitation
described above). A holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with
its affiliates and any other persons whose beneficial ownership would be aggregated with the holder's for purposes of Section 13(d) of
the Exchange Act, would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving
effect to such exercise.
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.
In connection with the Offering, each Purchaser has represented and warranted to the Company, among others, that it is acquiring the Securities
as principal for its own account, has made its investment decision independently without reliance on any other Purchaser or common intermediary,
is not acting as a "group" within the meaning of Section 13(d)(3) of the Exchange Act with any other Purchaser, and has not entered into
any voting agreement, co-investment arrangement, or other understanding with any other Purchaser with respect to the voting or disposition
of any securities of the Company.
The
Shares, the Pre-Funded Warrants and the shares of Common Stock underlying the Pre-funded Warrants (together with the Shares and the Pre-Funded
Warrants, the “Securities”) were offered by the Company pursuant to a registration statement on Form S-3, as amended (File
No. 333-290266) (the “Registration Statement”), previously filed and became effective on November 20, 2025, the base prospectus
filed as part of the Registration Statement, and the prospectus supplement dated March 25, 2026 (the “Prospectus Supplement”).
The
foregoing summaries of the Purchase Agreement and the Pre-Funded Warrants do not purport to be complete and are subject to, and qualified
in their entirety by, such documents filed as Exhibits 10.1 and 4.1, respectively, hereto and incorporated by reference herein.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein,
nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state.
Item
8.01 Other Events.
On
March 25, 2026, the Company issued a press release related to the Offering entitled “Next Technology Holding Inc. Announces $157
Million Registered Direct Offering”, which press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 8.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange
Act, except as expressly set forth by specific reference in such a filing.
This
report is incorporated by reference into the registration statements on Form S-8 (File No. 333-290599) and on Form S-3 (File No. 333-290266)
of the Company, filed with the Commission, 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.
Forward
Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of federal and state securities laws.
Such statements can be identified by words such as “will likely result,” “expect,” “anticipate,”
“estimate,” “believe,” “intend,” “plan,” “project,” “outlook,”
“should,” “could,” “may” or words of similar meaning and include, but are not limited to, statements
regarding our future business and financial performance and prospects, including our expectations regarding the transactions described
in this Current Report on Form 8-K. Such forward-looking statements are based upon the current beliefs and expectations of our management
and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult
to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results included
in such forward-looking statements. Investors are cautioned not to place undue reliance on the forward-looking statements in this Current
Report on Form 8-K, which information set forth herein speaks only as of the date hereof. The Company does not undertake, and it expressly
disclaims, any intention or obligation to update any forward-looking statements made in this Current Report on Form 8-K, whether as a
result of new information, future events or otherwise, except as required by law. A list and description of risks, uncertainties and
other factors that could cause or contribute to differences in the Company’s results can be found in its filings with the SEC,
including its most recent Annual Report on Form 10-K and subsequent filings. The Company qualifies all of its forward-looking statements
by these cautionary statements.
Item 9.01
Financial Statements and Exhibits.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of the Pre-Funded Warrants |
| 5.1 |
|
Opinion of Magstone Law, LLP |
| 5.2 |
|
Opinion of Long Reimer Winegar LLP |
| 10.1 |
|
Form of Securities Purchase Agreement, dated March 25, 2026, by and among the Company and the purchasers thereto |
| 23.1 |
|
Consent of Magstone Law, LLP (included in Exhibit 5.1) |
| 23.2 |
|
Consent of Long Reimer Winegar LLP (included in Exhibit 5.2) |
| 99.1 |
|
Press
Release |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
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.
| |
Next Technology Holding Inc. |
| |
|
| |
By: |
/s/
Wei Hong Liu |
| |
Name: |
Weihong LIU |
| |
Title: |
Chief Executive Officer |
Date: March
25, 2026
Exhibit 99.1
Next Technology Holding Inc. Announces $157 Million Registered Direct
Offering
CHEYENNE, WY, March 25, 2026 (GLOBE NEWSWIRE) -- Next Technology Holding
Inc. (NASDAQ: NXTT) (the “Company”), today announced that it has entered into a definitive agreement with twenty investors,
pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”): (i) 71,381,818 shares
of common stock of the Company, no par value per share, at a purchase price of $1.10 per share; and (ii) pre-funded warrants to purchase
up to 71,381,818 shares of common stock (the “Pre-Funded Warrants”) at a purchase price of $1.099 per Pre-Funded Warrant.
The aggregate gross proceeds to the Company of the Offering are expected
to be approximately $157 million. The transaction is expected to close on or about March 26, 2026, subject to the satisfaction of customary
closing conditions.
The registered
direct offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-290266) previously filed by the Company
and became effective on November 20, 2025. 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 the Company at ir@nxtttech.com.
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 Next Technology Holding Inc.
Incorporated in Wyoming on March 28, 2019, Next Technology Holding
Inc. is a technology company built on a dual-engine strategy of “AI plus digital assets.” The Company delivers AI-enabled
SaaS software design, development and implementation to industrial clients across the Asia-Pacific region and beyond. The Company’s
digital asset holdings, including Bitcoin, may also be pledged for financing, partially liquidated for cash, or leveraged to generate
additional income streams. The Company believes Bitcoin’s finite supply positions it for long-term appreciation as global adoption
grows and as a potential hedge against inflation.
For more information, please visit http://www.nxtttech.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 inquiries, please contact:
ir@nxtttech.com
For general inquiries, please contact:
contact@nxtttech.com
