U-BX Technology (NASDAQ: UBXG) closes $4.55M registered unit deal
Rhea-AI Filing Summary
U-BX Technology Ltd. completed a registered direct offering of 15,166,668 Units at $0.30 per Unit, generating gross proceeds of approximately $4.55 million. Each Unit includes one Class A ordinary share and a Warrant to purchase 0.3 of a share at $0.30 per share.
The Warrants are immediately exercisable, carry a one-year term, and feature a Zero Exercise Price Option that allows cashless exercise, subject to a Warrant Cap limiting total Warrant share issuance to 30% of the shares sold in the offering. Net proceeds are earmarked for working capital, research and development, and general corporate purposes.
FT Global Capital, Inc. acted as lead placement agent and received an 8.5% cash success fee on gross proceeds, plus $35,000 in non-accountable expenses and $55,000 in out-of-pocket expenses. The securities were issued under an effective shelf registration statement on Form F-3.
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Insights
U-BX raises $4.55M via short-term unit and warrant financing.
U-BX Technology Ltd. completed a registered direct offering of 15,166,668 Units at $0.30 per Unit for gross proceeds of about $4.55 million. Each Unit combines one Class A ordinary share with a Warrant to buy 0.3 of a share at $0.30.
The Warrants are immediately exercisable, expire after one year, and include a Zero Exercise Price Option allowing holders to receive 0.3 share per Warrant without cash payment, capped so that total Warrant exercises cannot exceed 30% of the shares sold. This structure concentrates potential dilution within a defined, short time frame.
The company plans to use net proceeds for working capital, research and development, and general corporate purposes. An 8.5% cash success fee to the placement agent, plus $35,000 non-accountable and $55,000 out-of-pocket expenses, modestly reduces net inflows. Overall, this is a routine capital raise using an existing Form F-3 shelf.
Key Figures
Key Terms
registered direct offering financial
Zero Exercise Price Option financial
Warrant Cap financial
shelf registration statement regulatory
Form F-3 regulatory
placement agency agreement financial
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 April 2026
Commission File Number: 001-41987
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
People’s Republic of China 214000
(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 ☒ Form 40-F ☐
Entry into Material Agreements
On April 27, 2026, U-BX Technology Ltd., a Cayman Islands exempted company (the “Company”), entered into certain securities purchase agreements (the “SPAs”) with the investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, on a “best-efforts” basis (the “Offering”), 15,166,668 units (the “Units”), each Unit consisting of (i) one Class A ordinary share, par value $0.0016 per share (the “Class A Ordinary Shares”), and (ii) one warrant (each, a “Warrant”) to purchase 0.3 of a Class A Ordinary Share at an exercise price of $0.30 per Class A Ordinary Share. The Warrants include a “Zero Exercise Price Option”, an alternative cashless exercise mechanism, in lieu of paying the cash exercise price, that permits holders to receive 0.3 Class A Ordinary Share per Warrant for no additional consideration, subject to a warrant cap that the maximum aggregate number of Class A Ordinary Shares which may be issued upon exercise of all Warrants (including pursuant to the Zero Exercise Price Option) equal to 30% of the total Shares sold in the Offering (plus any shares resulting from rounding up fractional shares) (the “Warrant Cap”). Once the Warrant Cap is reached, no further Warrants may be exercised, and any unexercised Warrants will terminate and become void. The Units were sold at a public offering price of $0.30 per Unit. The Warrants are immediately exercisable and expire on the one-year anniversary of the issuance date.
The Company received gross proceeds of approximately $4.55 million from the Offering, before deducting placement agent fees and estimated offering expenses. The Company intends to use the net proceeds from the Offering for working capital, research and development, and general corporate purposes. The Offering closed on April 28, 2026.
The SPA contains customary representations, warranties, covenants, and closing conditions, as well as certain indemnification and other provisions.
The securities in the Offering were offered pursuant to a “shelf” registration statement on Form F-3 (File No. 333-291797) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on December 15, 2025. The Offering was made only by means of a prospectus that forms a part of such registration statement. The Class A Ordinary Shares are listed on The Nasdaq Capital Market under the symbol “UBXG.”
In connection with the Offering, the Company entered into a placement agency agreement (the “PAA”) dated April 27, 2026, with FT Global Capital, Inc. (the “Placement Agent”), pursuant to which the Placement Agent acted as the “best efforts” lead placement agent for the Offering. As compensation to the Placement Agent, the Company paid the Placement Agent a cash success fee equal to 8.5% of the aggregate gross proceeds received by the Company from the Offering, (in connection with which the placement agents have entered into a certain fee sharing agreement), plus a non-accountable expense reimbursement of $35,000 and out-of-pocket expenses of $55,000. The PAA contains customary representations, warranties, agreements, and conditions to closing, as well as indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and termination provisions.
The foregoing descriptions of the material terms of the PAA, the SPA, and the Warrant do not purport to be complete and are qualified in their entirety by reference to such documents, which are filed as Exhibits 10.1, 10.2, and 4.1, respectively, to this Form 6-K and are incorporated herein by reference.
On April 27, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is furnished as Exhibit 99.1 hereto. On April 28, 2026, the Company issued a press release announcing the closing of the Offering, a copy of which is furnished as Exhibit 99.2 hereto.
The information furnished in Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
1
Forward-Looking Statements
This Report on Form 6-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “hope,” “predict,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include the Company’s expectations with respect to future performance and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include but are not limited to risks and uncertainties incorporated by reference under “Risk Factors” in the Company’s Annual Report on Form 20-F filed with the SEC on October 24, 2025, and in the Company’s other filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 4.1 | Form of Warrant | |
| 10.1 | Placement Agency Agreement, dated April 27, 2026, by and between U-BX Technology Ltd. and FT Global Capital, Inc. | |
| 10.2 | Form of Securities Purchase Agreement | |
| 99.1 | Pricing Press Release | |
| 99.2 | Closing Press Release |
This Report on Form 6-K, including the exhibits hereto (other than Exhibit 99.1), shall be deemed to be incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-291797) and any related prospectus or prospectus supplement, and to be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.
2
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.
| U-BX Technology Ltd. | ||
| Date: April 28, 2026 | By: | /s/ Jian Chen |
| Name: | Jian Chen | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
U-BX Technology Ltd. Announces Pricing of $4.55 Million Registered Direct Offering
Beijing, China, April 27, 2026 (GLOBE NEWSWIRE) -- U-BX Technology Ltd. (NASDAQ: UBXG) (the “Company”), a leading company providing value-added services using artificial intelligence-driven technology to businesses within the insurance industry, including insurance carriers and brokers, today announced that it has entered into a securities purchase agreement with several investors for the sales of the Company’s securities at a combined offering price of $0.30 per Unit in a registered direct offering (the “Offering”). Each Unit consists of (i) one Class A ordinary share, par value $0.0016 per share (the “Class A Ordinary Shares”), and (ii) one warrant (each, a “Warrant”) to purchase 0.3 of a Class A Ordinary Share. The gross proceeds to the Company from this Offering are expected to be approximately $4.55 million.
The Offering is expected to close on or about April 29, 2026, subject to customary closing conditions.
FT Global Capital, Inc. is acting as the exclusive placement agent for the offering; Kingswood Capital Partners, LLC is acting as co-placement agent for this offering.
The Company intends to use the net proceeds from this Offering for general corporate and working capital purposes.
The securities in the Offering are being offered pursuant to an effective “shelf” registration statement on Form F-3 (File No. 333-291797) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on December 15, 2025 under the Securities Act of 1933, as amended (the “Securities Act”). A prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 registration or qualification under the securities laws of any such state or jurisdiction.
About the Company
Headquartered in Beijing, U-BX Technology Ltd. is a provider of insurance technology in China. The Company focuses on providing value-added services using artificial intelligence-driven technology to businesses within the insurance industry. The Company’s services and products primarily include: 1) Digital promotion services. The Company helps institutional clients boost their social media visibility and generate revenue through consumer engagement and client promotions. 2) Risk assessment services. The Company has developed a unique algorithm named “Magic Mirror” that calculates payout risks for auto insurance coverage based on vehicle information. Insurance carriers purchase the personalized risk reports generated by the algorithm. Magic Mirror utilizes AI and optical character recognition technology to produce detailed risk assessments, including accident likelihood, potential claims, and estimated settlement amounts. and 3) Value-added bundled benefits to insurance carriers. The benefits packages include auto maintenance services, auto value added services, vehicle moving notification services etc. For more information, please visit: https://www.u-bx.com/.
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 the Company’s current expectations and projections about future events 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”, “is/are likely to”, “potential”, “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any 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 other filings with the SEC.
For more information, please contact:
pr@u-bx.com
Exhibit 99.2
U-BX Technology Ltd. Announces Closing of $4.55 Million Registered Direct Offering
Beijing, China, April 28, 2026 (GLOBE NEWSWIRE) -- U-BX Technology Ltd. (NASDAQ: UBXG) (the “Company”), a leading company providing value-added services using artificial intelligence-driven technology to businesses within the insurance industry, including insurance carriers and brokers, today announced the closing of its previously announced registered direct offering with several investors for the sale and purchase of an aggregate of 15,166,668 Units of the Company’s securities at a combined purchase price of $0.30 per Unit in a registered direct offering. Each Unit consists of (i) one Class A ordinary share, par value $0.0016 per share (the “Class A Ordinary Shares”), and (ii) one warrant (each, a “Warrant”) to purchase 0.3 of a Class A Ordinary Share.
The gross proceeds to the Company from the registered direct offering are estimated to be approximately $4.55 million, before deducting the placement agent’s fees and other estimated offering expenses.
FT Global Capital, Inc. acted as the lead placement agent for the offering; Kingswood Capital Partners, LLC acted as co-placement agent for this offering.
Concord & Sage PC acted as counsel to the Company.
The offering of the securities described above were offered by the Company pursuant to a “shelf” registration statement on Form F-3 (File No. 333-291797) filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) and declared effective by the SEC on December 15, 2025, and the accompanying prospectus contained therein.
The offering was made only by means of a prospectus supplement and accompanying prospectus. The prospectus supplement describing the terms of the public offering was filed with the SEC. Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained on the SEC’s website at http://www.sec.gov or by contacting FT Global Capital Inc., 1688 Meridian Avenue Suite 700, Miami Beach, FL 33139 USA. For more detailed description of the securities in this offering please refer to the Company’s SEC filings at: https://www.sec.gov/edgar/search/#/ciks=0001888525&entityName=U-BX%2520Technology%2520Ltd.%2520(UBXG)%2520(CIK%25200001888525)
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, 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 registration or qualification under the securities laws of any such state or jurisdiction.
About the Company
Headquartered in Beijing, U-BX Technology Ltd. is a provider of insurance technology in China. The Company focuses on providing value-added services using artificial intelligence-driven technology to businesses within the insurance industry. The Company’s services and products primarily include: 1) Digital promotion services. The Company helps institutional clients boost their social media visibility and generate revenue through consumer engagement and client promotions. 2) Risk assessment services. The Company has developed a unique algorithm named “Magic Mirror” that calculates payout risks for auto insurance coverage based on vehicle information. Insurance carriers purchase the personalized risk reports generated by the algorithm. Magic Mirror utilizes AI and optical character recognition technology to produce detailed risk assessments, including accident likelihood, potential claims, and estimated settlement amounts. and 3) Value-added bundled benefits to insurance carriers. The benefits packages include auto maintenance services, auto value added services, vehicle moving notification services etc. For more information, please visit: https://www.u-bx.com/.
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 the Company’s current expectations and projections about future events 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”, “is/are likely to”, “potential”, “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any 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 other filings with the SEC.
For more information, please contact:
pr@u-bx.com