TIAN RUIXIANG (TIRX) prices $5.2M registered direct share offering

Rhea-AI Filing Summary

TIAN RUIXIANG Holdings Ltd reported a definitive agreement for a registered direct offering of 40,003,076 Class A ordinary shares, or pre-funded warrants in lieu of shares, at $0.13 per share. The pre-funded warrants carry an exercise price of $0.125 per share.

The Company expects to receive approximately $5.2 million in gross proceeds and plans to use the funds for working capital and general corporate purposes. The transaction is expected to close on or about January 30, 2026, subject to customary closing conditions, with Univest Securities, LLC acting as sole placement agent under an effective Form F-3 shelf registration.

Insights

Equity capital markets analyst

TRX arranges a $5.2M primary equity raise via registered direct offering.

TIAN RUIXIANG is issuing 40,003,076 Class A ordinary shares, or pre-funded warrants, at $0.13 per share in a registered direct offering. Gross proceeds are expected to be about $5.2 million, providing additional cash under an already effective Form F-3 shelf registration.

The Company states it will use the capital for working capital and general corporate purposes, which typically includes funding operations and potential corporate initiatives. Pre-funded warrants, priced at the share price less a $0.125 exercise price, offer an alternative structure for investors while still functioning economically similar to shares.

The closing is expected on or about January 30, 2026, subject to customary conditions, and Univest Securities, LLC is the sole placement agent. Actual impact for shareholders will depend on how the new capital supports the business relative to the increased share count.

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 January 2026

Commission File Number: 001-39925

TIAN RUIXIANG Holdings Ltd

2107, Block B, Shoudong International

Dongcheng District, Beijing

People’s Republic of China

(Address of 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 x       Form 40-F ¨

INFORMATION CONTAINED IN THIS FORM 6-K REPORT 

On January 29, 2026, TIAN RUIXIANG Holdings Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company” or “TRX”),entered into a definitive agreement with certain investors for the purchase and sale of an aggregate of 40,003,076 of the Company’s Class A ordinary share, par value $0.125 per share (the “Shares”) (or pre-funded warrants in lieu thereof) at a purchase price of $0.13 per share in a registered direct offering. The purchase price for the pre-funded warrants is identical to the purchase price for Shares, less the exercise price of $0.125 per share.

The aggregate gross proceeds to the Company of this offering are expected to be approximately $5.2 million. The transaction is expected to close on or about January 30, 2026, subject to the satisfaction of customary closing conditions. The Company plans to use the process for working capital and general corporate purposes.

Univest Securities, LLC is acting as the sole placement agent.

The registered direct offering is being made pursuant to a shelf registration statement on Form F-3 (File No. 333-269348), as amended, previously filed by the Company and declared effective by the U.S. Securities and Exchange Commission (“SEC”) on May 31, 2023. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Univest Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.

This current report on Form 6-K does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC's website at www.sec.gov.

Forward-Looking Statements

Certain statements in this announcement 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 U.S. Securities and Exchange Commission.

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.

	TIAN RUIXIANG Holdings Ltd
Date: January 29, 2026	By:	/s/ Baohai Xu
	Name:	Baohai Xu
	Title:	Chief Executive Officer

FAQ

What equity offering did TIAN RUIXIANG (TIRX) announce in its January 2026 Form 6-K?

TIAN RUIXIANG announced a registered direct offering of 40,003,076 Class A ordinary shares, or pre-funded warrants in lieu of shares, at $0.13 per share. This transaction is documented in its January 2026 Form 6-K filing.

How much capital is TIAN RUIXIANG (TIRX) raising and at what price per share?

The company expects gross proceeds of approximately $5.2 million by selling securities at a purchase price of $0.13 per share. Pre-funded warrants are priced at the same level, less the $0.125 per share exercise price.

What type of securities are included in TIAN RUIXIANG’s registered direct offering?

The offering covers Class A ordinary shares and pre-funded warrants in lieu of shares. Each pre-funded warrant is priced like the shares, adjusted for a $0.125 per share exercise price, giving investors a warrant-based alternative to direct share ownership.

How does TIAN RUIXIANG (TIRX) plan to use the $5.2 million of gross proceeds?

The company plans to use the expected $5.2 million of gross proceeds for working capital and general corporate purposes. This typically includes funding day-to-day operations, supporting growth initiatives, and maintaining overall financial flexibility for the business.

When is the TIAN RUIXIANG registered direct offering expected to close?

The transaction is expected to close on or about January 30, 2026, subject to satisfaction of customary closing conditions. These conditions are standard in capital markets deals and must be met before funds are delivered and securities are issued.

Under what registration statement is TIAN RUIXIANG conducting this offering?

The offering is being conducted under a shelf registration statement on Form F-3, File No. 333-269348. This registration statement was previously filed and declared effective by the U.S. Securities and Exchange Commission on May 31, 2023.

Who is acting as placement agent for TIAN RUIXIANG’s registered direct offering?

Univest Securities, LLC is acting as the sole placement agent for the offering. As placement agent, Univest assists the company in placing the shares and pre-funded warrants with investors under the terms described in the prospectus supplement and base prospectus.