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 February 2026
Commission File Number: 001-42155
Ping An Biomedical Co.,
Ltd.
(Registrant’s Name)
22/F, China United Plaza, 1002-1008, Tai Nan
West Street,
Cheung Sha Wan, Kowloon, Hong Kong
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Entry into a Material Definitive Agreement
On February 9, 2026,
Ping An Biomedical Co., Ltd., a Cayman Islands exempted company (the “Company”) entered into securities purchase agreements
with certain accredited investors (the “Investors”), pursuant to which the Company agreed to issue and sell, in a private
placement (the “Private Placement”), an aggregate of 100,000,000 ordinary shares, par value $0.0000625 per share (the “Ordinary
Shares”), at a purchase price of $0.04 per Ordinary Share for an aggregate purchase price of $4,000,000.
Pursuant to the securities
purchase agreements, the closing of the Private Placement is expected to take place within three (3) business days of the date of the
securities purchase agreements or such other business day mutually agreed by the parties when all necessary documents have been executed
and delivered and all customary closing conditions have been satisfied or waived.
The Private Placement
was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to
Section 4(a)(2) thereof, and Regulation D promulgated thereunder for transactions not involving a public offering, or Regulation S, as
applicable. Each Investor was required to represent that it is either an “accredited investor” as defined in Rule 501 of Regulation
D under the Securities Act or, in the case of the Ordinary Shares sold outside the United States, not a “U.S. person” in accordance
with Regulation S under the Securities Act. The Company did not engage in general solicitation or advertising and did not offer securities
to the public in connection with the issuance and sale of Ordinary Shares described in this report.
The Ordinary Shares to
be issued in the Private Placement have not been registered under the Securities Act and none of such securities may be offered or sold
in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities
laws. The Ordinary Shares are subject to transfer restrictions, and the certificates evidencing the securities will contain an appropriate
legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration
or pursuant to an exemption therefrom.
Neither this Current
Report on Form 6-K nor any of the exhibits attached hereto will constitute an offer to sell or the solicitation of an offer to buy Ordinary
Shares or any other securities of the Company
The foregoing descriptions
of the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements,
copies of which are filed as Exhibits 10.1 to this Current Report on Form 6-K and incorporated herein by reference.
Financial Statements
and Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 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.
| |
PING AN BIOMEDICAL CO., LTD. |
| |
|
|
| Date: February 12, 2026 |
By: |
/s/ Pijun Liu |
| |
Name: |
Pijun Liu |
| |
Title: |
Chief Executive Officer |
