NTCL 424B5: Secondary offering

Filed with the SEC on · accession 0001104659-26-123819

NTCL filed a 424B5 (prospectus (offering)) with the SEC on Nov 6, 2026. NetClass Technology Inc is conducting a public offering of 675,000 Class A Ordinary Shares at $0.40 per share, pre-funded warrants to purchase up to 2,325,000 shares, and 3,000,000 allocation rights for additional shares or pre-funded warrants, via a placement agent on a reasonable best efforts… The stock moved -29.8% by the first close after the filing.

Summary of the filing

NetClass Technology Inc is conducting a public offering of 675,000 Class A Ordinary Shares at $0.40 per share, pre-funded warrants to purchase up to 2,325,000 shares, and 3,000,000 allocation rights for additional shares or pre-funded warrants, via a placement agent on a reasonable best efforts basis.

Key details

Purchase price per Class A Ordinary Share$0
Purchase price per Pre-Funded Warrant$0
Exercise price per Pre-Funded Warrant$0
Maximum offering amount under shelf$100.0M
Placement agentUnivest Securities, LLC

How NTCL stock reacted

Close before

$0.32

Nov 5, 2026

First close after

-29.78%

$0.23

5 trading days

—

Since filing

-28.09%

$0.23

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Frequently asked questions

What did NTCL file with the SEC on Nov 6, 2026?

NTCL filed a 424B5 (Secondary offering). NetClass Technology Inc is conducting a public offering of 675,000 Class A Ordinary Shares at $0.40 per share, pre-funded warrants to purchase up to 2,325,000 shares, and 3,000,000 allocation rights for additional shares or pre-funded warrants, via a placement agent on a reasonable best efforts basis.

What does a secondary offering mean for NTCL stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B5?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B5 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did NTCL stock react to this filing?

NTCL closed at $0.32 before the filing and $0.23 on Nov 6, 2026 (-29.78%).

Other NTCL SEC filings

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