Oriental Culture (NASDAQ: OCG) ends $200M ATM share sales

Rhea-AI Filing Summary

Oriental Culture Holding Ltd. has ended its at-the-market share offering program with A.G.P./Alliance Global Partners. This program had allowed the company to issue and sell up to $200 million of ordinary shares at its discretion.

As of April 17, 2026, the company had sold 5,666,684 ordinary shares under this arrangement, with share figures adjusted for a January 2026 reverse split. Following the termination, no additional ordinary shares will be sold under this ATM program.

Insights

Capital markets analyst

Oriental Culture ends a sizable ATM share program after issuing millions of shares.

Oriental Culture Holding Ltd. terminated its at-the-market equity program with A.G.P., which had permitted sales of up to $200 million in ordinary shares. The company has already issued 5,666,684 shares under this program, with counts adjusted for a January 2026 reverse split.

Ending the program removes a mechanism for incremental share issuance, which can reduce ongoing equity overhang from future ATM sales. The filing does not state reasons for the termination or any replacement capital-raising plans, so the broader capital strategy will be clarified only in later disclosures.

Key Figures

ATM program size: $200 million Shares sold under ATM: 5,666,684 shares Termination date: April 17, 2026 +1 more

4 metrics

ATM program size $200 million Maximum aggregate amount of ordinary shares authorized under ATM

Shares sold under ATM 5,666,684 shares Ordinary shares sold as of April 17, 2026, split-adjusted

Termination date April 17, 2026 Date the Sales Agreement and ATM program were terminated

Reverse split reference January 2026 Share numbers retroactively adjusted for reverse split effective January 2026

Key Terms

at the market offering program, Sales Agreement, Form 6-K, reverse split, +1 more

5 terms

at the market offering program financial

"with respect to an at the market offering program (the “ATM”)"

An at-the-market offering program is a method a publicly traded company uses to sell newly issued shares directly into the open market at current market prices, usually through a broker. It lets the company raise capital gradually and flexibly — think of selling small amounts at the going price rather than holding a single big auction — which can dilute existing shareholders and affect share supply and price depending on how much and how often shares are issued.

Sales Agreement financial

"entered into a sales agreement (the “Sales Agreement”) with A.G.P."

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

Form 6-K regulatory

"as previously disclosed in the Form 6-K filed by the Company"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

reverse split financial

"Share numbers are retroactively adjusted for the reverse split of the ordinary shares"

A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

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

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Accepted by SEC EDGAR 04/21/2026 - 07:30 AM Learn about SEC filing dates

FAQ

What did Oriental Culture Holding Ltd. (OCG) announce in this Form 6-K?

Oriental Culture Holding Ltd. terminated its at-the-market share offering program with A.G.P. The program had allowed flexible ordinary share sales, but no additional shares will be issued under this ATM after the termination on April 17, 2026.

How large was Oriental Culture’s (OCG) at-the-market offering program?

The at-the-market offering program authorized Oriental Culture to issue and sell up to $200 million of ordinary shares. This structure let the company raise equity capital incrementally over time through A.G.P., acting as sales agent or principal, when market conditions were appropriate.

How many shares did Oriental Culture (OCG) sell under the ATM before termination?

By April 17, 2026, Oriental Culture had sold 5,666,684 ordinary shares under the at-the-market program. The filing notes these share figures are retroactively adjusted to reflect a reverse split of the company’s ordinary shares that occurred in January 2026.

When did Oriental Culture (OCG) terminate its ATM Sales Agreement with A.G.P.?

Oriental Culture and A.G.P. agreed to terminate the Sales Agreement, and thus the at-the-market program, on April 17, 2026. The termination became effective immediately, and the company stated that no further ordinary shares will be sold under this particular ATM program.

Does the termination mean Oriental Culture (OCG) cannot issue more shares?

The termination only applies to this specific at-the-market program with A.G.P. It stops further sales under that agreement. The filing does not discuss other potential capital-raising methods, so any additional equity issuance would require separate authorizations or arrangements not described here.

Why were Oriental Culture’s (OCG) ATM share numbers adjusted for a reverse split?

The filing explains that share counts sold under the ATM are retroactively adjusted because the company executed a reverse split of its ordinary shares in January 2026. Adjusting aligns historical issuance figures with the new share structure for clearer comparison and consistency.

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 April 2026

Commission File Number: 001-39734

Oriental Culture Holding LTD.

Room 1310, Tower B, Harbour View Building
Eastern District, Hong Kong

(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 ☒       Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Termination of Sales Agreement

On December 11, 2025, Oriental Culture Holding Ltd., a Cayman Island exempted company (the “Company”) entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (the “Agent”), with respect to an at the market offering program (the “ATM”), under which the Company may, from time to time in its sole discretion, issue and sell through the Agent, acting as sales agent or principal, up to $200 million of ordinary shares of the Company (the “Ordinary Shares”) as previously disclosed in the Form 6-K filed by the Company on December 11, 2025.

On April 17, 2026, the Company and the Agent agreed to terminate the Sales Agreement and the ATM program, effective immediately (the “Termination”). As of April 17, 2026, the Company has sold 5,666,684 Ordinary Shares under the ATM program pursuant to the Sales Agreement. Share numbers are retroactively adjusted for the reverse split of the ordinary shares of the Company in January 2026. Upon and after the Termination, no more Ordinary Shares will be sold under the ATM program mentioned above.

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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.

	Oriental Culture Holding LTD.
Date: April 21, 2026	By:	/s/ Yi Shao
	Name:	Yi Shao
	Title:	Chief Executive Officer

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