Every 424B that TIAN RUIXIANG Holdings Ltd (TIRX) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow TIRX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full TIRX filings page.
TIAN RUIXIANG Holdings Ltd is offering 79,200,000 Class A ordinary shares (including up to 72,000,000 shares or pre-funded warrants under an investor option) at $0.125 per share in a primary, best-efforts placement. Univest Securities acts as exclusive placement agent.
The company expects net proceeds of about $9.0 million if investors fully exercise the option, or approximately $0.7 million without it, to be used for working capital and general corporate purposes. Class A shares outstanding would increase from 74,255,573 to up to 153,455,573 shares. The deal includes a 9.99% beneficial ownership cap on option exercises and allows pre-funded warrants instead of shares.
The filing highlights significant risks: a Nasdaq delisting threat due to the sub‑$1.00 bid price and “low priced stock” rules, extensive dilution and possible anti-dilution adjustments, a Cayman holding company and VIE structure exposing investors to PRC regulatory uncertainty, and potential HFCAA-related delisting if PCAOB inspection access changes.
TIAN RUIXIANG Holdings Ltd is offering 6,255,000 Class A Ordinary Shares and 33,748,076 pre-funded warrants to buy the same number of shares, in a primary financing to institutional investors. Shares are priced at $0.13 and the pre-funded warrants at $0.005, with a $0.125 exercise price.
After placement fees and expenses, the company expects about $4.6 million in net proceeds assuming full warrant exercise, for working capital and general corporate purposes. A 7.5% placement fee and up to $70,000 in expense reimbursement will be paid to Univest Securities, LLC.
The deal adds to a complex Cayman holding/VIE structure relying on contractual control of PRC operating entities and is exposed to PRC regulatory, HFCAA delisting and VIE-enforcement risks. The company also highlights recent share-based acquisitions, a 6,000,000-share incentive plan, and current Nasdaq bid-price noncompliance with a delisting hearing scheduled.
TIAN RUIXIANG Holdings Ltd (TIRX) launched a primary offering of 2,000,000 Class A ordinary shares and Ordinary Warrants to purchase up to 4,000,000 Class A shares. The combined purchase price per share and accompanying warrant is US$1.50, for gross proceeds of US$3,000,000. A.G.P./Alliance Global Partners is acting as financial advisor.
The company will pay a 7.5% financial advisory fee of US$330,000, with proceeds before expenses of US$2,670,000. The Ordinary Warrants are immediately exercisable at US$1.50 per share and expire five years from issuance, subject to a 9.99% beneficial ownership cap (adjustable on 61 days’ notice). Underlying shares may be issued on a continuous basis pursuant to Rule 415. The Class A shares trade on Nasdaq as “TIRX”; the warrants will not be listed.
Delivery versus payment settlement is expected on October 14, 2025, subject to customary conditions. Net proceeds are intended for working capital and general corporate purposes. The company may receive additional cash proceeds if warrants are exercised for cash; cashless exercise is permitted if a registration for warrant shares is not available.