[6-K] PTL LTD Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Jaguar Health (JAGX) has filed a Form S-3 to register up to 1,409,732 common shares for resale by existing investors. The stock derives from (i) 481,150 shares underlying 6 % convertible Replacement Notes issued 24 Jun 2025 (conversion price $5.535–$5.555, maturity 30 Jan 2026) and (ii) 928,582 shares issuable on cash or cash-less exercise of accompanying warrants (exercise price $2.70, 18-month term). At the 23 Jul 2025 close of $2.38 the warrant strikes sit 13 % above market while the note conversion price is >130 % above market. If fully converted/exercised the new shares would expand the current 1.914 million share float by roughly 74 %, creating a sizeable overhang.

The company will not receive proceeds from secondary sales; only a full cash exercise of all warrants could raise ~$2.5 million, earmarked for working capital. The filing follows several recent financings (March convertible notes and May registered direct offering) and occurs alongside an active GI-focused drug pipeline led by crofelemer (FDA-approved Mytesi, multiple Phase 2/3 programs, orphan designations) and the October 2024 U.S. launch of Gelclair for oral mucositis. While pipeline breadth offers optionality, near-term investors must weigh dilution risk and potential price pressure from selling stockholders against the modest capital infusion possible from warrant exercises.

Positive

• Potential $2.5 million in cash proceeds if all $2.70 warrants are exercised.
• Note conversion price ($5.535–$5.555) is well above current market, reducing likelihood of immediate conversion-driven selling.
• Filing enhances liquidity for existing holders and removes Rule 144 timing uncertainty.

Negative

• Registration adds 1.41 million shares, a ~74 % potential increase in float, leading to dilution risk.
• Warrants priced near market could generate sell pressure once shares are free trading.
• Company receives no cash from secondary share sales, limiting near-term balance-sheet improvement.
• Continued use of convertible debt and warrant structures signals ongoing capital needs.

Insights

Financial Analyst

TL;DR: Filing registers 1.41 M resale shares—74 % dilution, limited cash to JAGX; sizeable supply overhang outweighs modest ~$2.5 M warrant proceeds.

The S-3 enables holders of June 2025 Replacement Notes and warrants to freely trade 1.41 M shares, versus only 1.91 M currently outstanding. Although note conversion is struck far above market, the $2.70 warrants sit close to spot, making exercise and immediate resale plausible. Because proceeds flow to the company only on cash exercise—and total just ~$2.5 M—the balance of risks skews negative: material dilution, potential downward pressure as insiders and funds monetize positions, and continued dependence on external capital to advance trials. Investors should monitor selling volume and the company’s cash runway, which was not disclosed here.

Biotech Industry Specialist

TL;DR: Registration clears cap-table clutter; pipeline still hinges on crofelemer progress and orphan strategies.

From an operational view, Jaguar retains full global rights to crofelemer and is pursuing multiple niche indications—SBS, MVID, CTD—supported by orphan incentives and proof-of-concept data. The filing itself is routine for financing housekeeping, but it underscores ongoing reliance on convertible structures rather than strategic partners. With warrants just above market the company could access quick, low-cost capital, yet that option dilutes shareholders without guaranteeing clinical inflection points. Milestones such as FDA Type C feedback on breast-cancer diarrhea prophylaxis and early-access EU programs remain primary value drivers.

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 July 2025

Commission File Number:001- 42293

PTL LIMITED 

21 Bukit Batok Crescent

#24-71, WCEGA Tower

Singapore 658065

+65 90573550

(Address, including zip code, and telephone number, including area code, of Registrant’s 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 ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On July 18, 2025, PTL Limited (the “Company”) received a notice from the staff of the Nasdaq Listing Qualifications department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) stating that it is currently not in compliance with the minimum market value of listing securities (the “MVLS”) of US$35 million for continued listing of the Company’s class A ordinary shares of no par value each (the “Class A Ordinary Shares”) on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b)(2) (the “MLVS Requirement”). Nasdaq calculates the MVLS based upon the most recent total shares outstanding multiplied by the closing bid price. The MVLS Notice indicated that the Company has 180 days, or until January 14, 2026 (the “Compliance Deadline”), to regain compliance with the MLVS Requirement by having its MVLS close at US$35 million or more for a minimum of ten consecutive business days.

If at any time prior to January 14, 2026, the Company’s MVLS closes at US$35 million or more for a minimum of ten consecutive business days, Nasdaq will provide a written confirmation of compliance and the matter regarding the Company’s MLVS will be closed. Receipt of the MVLS Notice does not result in the immediate delisting of the Company’s Class A Ordinary Shares and has no immediate effect on the listing or the trading of the Company’s Class A Ordinary Shares on the Nasdaq under the symbol “PTLE.”

The Company intends to monitor its market value of publicly held shares between now and January 14, 2026 and intends to cure the deficiency within the prescribed grace period. During this time, the Company expects that its Class A Ordinary Shares will continue to be listed and traded on the Nasdaq Capital Market. If the Company does not regain compliance by the Compliance Deadline, the Company will receive further written notification from Nasdaq that its securities are subject to delisting. At that time, the Company may qualify for additional time or appeal the delisting determination to a hearings panel.

On the same day, the Company has received a notification letter from the staff of the Listing Qualifications Department of the Nasdaq, indicating that for the last 30 consecutive business days, the closing bid price of the Company’s Class A Ordinary Shares was below the minimum bid price of US$1.00 per share requirement set forth in Nasdaq Listing Rule 5550(a)(2). The Nasdaq notification letter has no current effect on the listing or trading of the Company’s Class A Ordinary Shares on Nasdaq.

Pursuant to the Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided with a compliance period of 180 calendar days, or until January 14, 2026, to regain compliance under the Nasdaq Listing Rules. If at any time during the 180-day compliance period, the closing bid price of the Company’s Class A Ordinary Shares is US$1.00 per share or higher for at least ten consecutive business days, Nasdaq will provide the Company written confirmation of compliance and the matter will be closed. In the event the Company does not regain compliance by January 14, 2026, subject to the determination by the staff of Nasdaq, the Company may be eligible for an additional 180-day compliance period if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the minimum bid price requirement. In this case, the Company will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

The Nasdaq notification letters do not affect the Company’s business operations, and the Company will take all reasonable measures to regain compliance within the prescribed grace period.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release – PTL Limited Announces Receipt of Notice from Nasdaq Regarding Listing Rule 5550(b)(2) and 5550(a)(2), dated July 24, 2025

1

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.

	PTL Limited
Date: July 24, 2025	By:	/s/ Ying Ying Chow
	Name:	Ying Ying Chow
	Title:	Chief Executive Officer and Director

2

FAQ

How many Jaguar Health (JAGX) shares are being registered on this Form S-3?

Up to 1,409,732 common shares: 481,150 from convertible notes and 928,582 from warrants.

Will Jaguar Health receive proceeds from this resale registration?

Jaguar receives no proceeds from stockholder sales; it only gains cash if warrants are exercised for $2.70 per share.

What is the potential dilution impact of the newly registered shares?

If all securities convert/exercise, the share count could rise by about 74 % versus the 1.914 M shares outstanding on 21 Jul 2025.

When do the 6 % Replacement Notes mature and at what conversion price?

Notes mature 30 Jan 2026 and convert at $5.535 (non-insiders) or $5.555 (insiders) per share.

What are the warrant terms?

Warrants are exercisable immediately at $2.70 and expire 18 months after issuance or upon a fundamental or liquidation event.

How will any warrant-exercise proceeds be used?

Management plans to apply net cash proceeds, if any, to working capital and general corporate purposes.

What is Jaguar Health’s current Nasdaq ticker and recent share price?

Ticker is JAGX; the last reported price on 23 Jul 2025 was $2.38 per share.