重大事件
外國發行人報告
6-K
2026-07-09
寶盛媒體與主要股東簽訂認購協議，溢價發行128萬股集資約66.6萬美元
AI 繁中摘要
美股公告：寶盛媒體（Baosheng Media Group Holdings Limited）提交6-K表格，披露與主要股東ANRUITAI INVESTMENT LIMITED簽訂認購協議📜
根據協議，寶盛媒體將向該投資者發行1,280,000股普通股，每股面值0.0096美元，認購價為0.52美元，總代價約665,600美元💰。交易完成後，投資者將重新成為公司主要股東。
本次發行屬於PIPE交易，股份未經美國《1933年證券法》登記，依賴Regulation S的離岸交易豁免，投資者已確認並非美國人士。交易預計在雙方同意日期完成，完成後公司已發行普通股總數將增至33,114,487股。
該6-K報告同時被納入公司此前提交的F-3註冊聲明（文件編號333-273720）中。是次增發將導致現有股東股權被攤薄🔍，但主要股東以溢價增持（較面值大幅溢價），反映其對公司前景的信心🤝。投資者需關注未來股價波動及資金用途。
展開英文正文
6-K 1 tm2619932d3_6k.htm FORM 6-K 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 2026 Commission File Number 001-39977 Baosheng Media Group Holdings Limited East Floor 5 Building No. 8, Xishanhui Shijingshan District, Beijing 100041 People’s Republic of China +86-010-82088021 (Address of principal executive office) 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 ¨ Entry into a Material Definitive Agreement On July 9, 2026, Baosheng Media Group Holdings Limited, a Cayman Islands exempted company (the “Company”), entered into a subscription agreement (the “Subscription Agreement”) with ANRUITAI INVESTMENT LIMITED, the original principal shareholder of the Company (the “Investor”) relating to the issuance and sale of 1,280,000 ordinary shares (the “Purchased Shares”) of a par value of $0.0096 each of the Company (the “Ordinary Shares”), at $0.52 per share for an aggregate purchase price of $665,600 (the “PIPE Transaction”). Upon the closing of the PIPE Transaction, the Investor will again become the principal shareholder of the Company. Pursuant to the Subscription Agreement, the closing of the PIPE Transaction is expected to take place on a date mutually agreed by the Company and the Investors (the “Closing Date”). The issuance of the Purchased Shares has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Purchased Shares are being issued in an offshore transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Regulation S promulgated thereunder. The Investor has represented to the Company that it is not a “U.S. Person” under Regulation S. Immediately upon the closing of the PIPE Transaction and the Company’s issuance of the Purchased Shares to the Investors, the Company will have a total of 33,114,487 Ordinary Shares issued and outstanding. The foregoing summary of the Subscription Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, a copy of which is furnished as Exhibit 10.1 hereto and incorporated by reference herein. Incorporation by Reference This report, including Exhibits 10.1 hereto, shall be deemed to be incorporated by reference into the registration statement on Form F-3 (File No. 333-273720) of the Company, as amended, and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. EXHIBIT INDEX Exhibit No. Description 10.1 Subscription Agreement dated July 9, 2026 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. Baosheng Media Group Holdings Limited By: /s/ Lina Jiang Name: Lina Jiang Title: Chairwoman of the Board and Chief Executive Officer Date: July 9, 2026