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 March 2026
| PARANOVUS ENTERTAINMENT TECHNOLOGY LIMITED |
| (Exact name of registrant as specified in its charter) |
250 Park Avenue
7th Floor
New York, NY 10177
(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 ☐
Closing of $5 Million Registered Direct Offering
On March 24, 2026, Paranovus Entertainment Technology Limited’s (the “Company”) entered into a certain securities purchase agreement (the “Securities Purchase Agreement”) with a certain investor for the purchase and sale of an aggregate of 330,000 of the Company’s Class A ordinary shares, par value $0.000001 each (the “Class A Ordinary Shares”) at a per share purchase price of $0.35 and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 13,955,715 Class A Ordinary Shares, at a per Pre-Funded Warrant purchase price of $0.3499 (the “Offering”). The gross proceeds from this offering to the Company were approximately $5 million, before deducting financial advisor fees and other estimated expenses payable by the Company. The Offering closed on March 25, 2026 (the “Closing Date”).
The Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per share, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full..
The securities in the Offering are being offered pursuant to the Securities Purchase Agreement and the Company’s registration statement on Form F-3 (File No. 333-291788), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 25, 2025 and was declared effective by the SEC on December 3, 2025.
Pursuant to the Securities Purchase Agreement, the Company has agreed not to (i) issue or enter into an agreement to issue any Class A Ordinary Shares or Class A Ordinary Share Equivalents (as defined in the Securities Purchase Agreement), or (ii) file any registration statement or amendment or supplement thereto, subject to certain exceptions, for a period of beginning on the date of the Securities Purchase Agreement and ending on 30 days following the Closing Date.
In connection with the offering, the Company entered into a financial advisory agreement (the “Financial Advisory Agreement”) with A.G.P./Alliance Global Partners (“A.G.P”), pursuant to which A.G.P. acted as exclusive financial advisor for this offering and would receive at the closing of the offering a cash fee equal to 7% of the gross proceeds, and reimbursement for legal fees and other out-of-pocket fees, costs and expenses in the amount of up to $50,000.
In addition, on March 24, 2026, each of the directors and officers of the Company, as well as shareholders who beneficially own more than 5% of the issued and outstanding Ordinary Shares, entered into a certain lock-up agreements (the “Lock-Up Agreements”), pursuant to which each of them has agreed, among other things, not to sell or dispose of any Ordinary Shares which are or will be beneficially owned by them for thirty (30) days following the Closing Date.
The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. However, the management of the Company will have discretion in allocating the net proceeds in accordance with the above priorities and purposes, depending on general operating costs and expenditures and the changing needs of the Company’s business.
Copies of the (i) form of Pre-Funded Warrant, (ii) form of Securities Purchase Agreement, (iii) Financial Advisory Agreement, and (vi) form lock-up agreement are attached hereto as Exhibits 4.1, 10.1, 10.2, and 10.3, respectively, and are incorporated by reference herein. The foregoing summaries of the terms of each agreement mentioned above are subject to, and qualified in their entirety by, such documents.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
Certain statements in this current report on Form 6-K 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 SEC.
EXHIBIT INDEX
| Number | | Description of Exhibit |
| | | |
| 4.1 | | The Form of Pre-Funded Warrant |
| 5.1 | | Legal Opinion of Campbells LLP |
| 10.1 | | The Form of Securities Purchase Agreement |
| 10.2 | | The Financial Advisory Agreement, dated March 24, 2026 |
| 10.3 | | The Form of Lock-Up Agreement |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | Paranovus Entertainment Technology Limited | |
| | | | |
| Date: March 25, 2026 | By: | /s/ Xiaoyue Zhang | |
| | Name: | Xiaoyue Zhang | |
| | Title: | Chief Executive Officer | |
