Next Technology Holding Inc. Files 8-K on Agreements and Delisting

TL;DR

Next Tech 8-K: Material agreement signed, but also facing delisting issues. Big changes ahead.

AI Summary

Next Technology Holding Inc. filed an 8-K on September 8, 2025, reporting a material definitive agreement and a notice of delisting or failure to satisfy continued listing rules. The filing also includes other events and financial statements and exhibits. The earliest event reported was on September 2, 2025.

Why It Matters

This filing indicates potential significant changes for Next Technology Holding Inc., including a material agreement and issues with its stock listing, which could impact investors.

Risk Assessment

Risk Level: high — The mention of a 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule' suggests significant financial or operational distress, posing a high risk to investors.

Key Players & Entities

• Next Technology Holding Inc. (company) — Filer of the 8-K report
• 0001784970 (company) — Central Index Key for Next Technology Holding Inc.
• September 2, 2025 (date) — Earliest event date reported in the 8-K
• September 8, 2025 (date) — Date the 8-K was filed
• WETRADE GROUP INC. (company) — Former company name

FAQ

Key Financial Figures

• $0.15 — (the "Shares"), at a purchase price of $0.15 per share; and (ii) pre-funded warrants
• $0.149 — unded Warrants") at a purchase price of $0.149 per Pre-Funded Warrant. The Offering c
• $9 million — 025. The Company received approximately $9 million in gross proceeds from the Offering, be
• $0.001 — of Common Stock at an exercise price of $0.001 per share. The Pre-Funded Warrants are
• $150,000 — the Offering in an amount not to exceed $150,000, and a non-accountable expense allowanc
• $9 Million — "Next Technology Holding Inc. Announces $9 Million Registered Direct Offering", which pres

Filing Documents

• ea0256179-8k_nexttech.htm (8-K) — 43KB
• ea025617901ex1-1_nexttech.htm (EX-1.1) — 162KB
• ea025617901ex4-1_nexttech.htm (EX-4.1) — 87KB
• ea025617901ex5-1_nexttech.htm (EX-5.1) — 21KB
• ea025617901ex5-2_nexttech.htm (EX-5.2) — 22KB
• ea025617901ex10-1_nexttech.htm (EX-10.1) — 203KB
• ea025617901ex99-1_nexttech.htm (EX-99.1) — 9KB
• ex5-2_001.jpg (GRAPHIC) — 6KB
• ex99-1_001.jpg (GRAPHIC) — 7KB
• 0001213900-25-085190.txt ( ) — 876KB
• nxtt-20250902.xsd (EX-101.SCH) — 3KB
• nxtt-20250902_lab.xml (EX-101.LAB) — 33KB
• nxtt-20250902_pre.xml (EX-101.PRE) — 22KB
• ea0256179-8k_nexttech_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 2, 2025, Next Technology Holding Inc., a Wyoming corporation (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional investor named thereto (the "Purchaser"), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the "Offering"): (i) 25,313,256 shares of common stock (the "Common Stock") of the Company, no par value per share (the "Shares"), at a purchase price of $0.15 per share; and (ii) pre-funded warrants to purchase up to 34,686,744 shares of Common Stock (the "Pre-Funded Warrants") at a purchase price of $0.149 per Pre-Funded Warrant. The Offering closed on September 3, 2025. The Company received approximately $9 million in gross proceeds 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 purposes. The Pre-Funded Warrants were sold to the Purchaser, whose purchase of the Shares in the Offering would otherwise have resulted in the Purchaser, together with its affiliates and certain related parties, beneficially owning more than 9.99% of the outstanding share capital of the Company following the consummation of the Offering. Each Pre-Funded Warrant represents the right to purchase one share of Common Stock at an exercise price of $0.001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full (subject to the beneficial ownership limitation described above). As of the date of this report, the Purchaser has exercised the Pre-Funded Warrants to purchase 34,686,744 shares of Common Stock, and the Company has issued to the Purchaser such 34,686,744 shares of Common Stock in accordance with the terms of the Pre-Funded Warrants. The Purchase Agreement contains customary representations, warranties

01. Notice of Delisting of Failure to

Item 3.01. Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on August 28, 2025, on August 25, 2025, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating Nasdaq's view that the Company no longer has an operating business and is a "public shell" under Nasdaq Listing Rule 5101 and, as a result, unless the Company timely requests a hearing before a Hearings Panel (the "Panel"), it would be subject to delisting. The Company disagrees with Nasdaq's view regarding the Company's status as a "public shell" and has appealed Nasdaq's determination by submitting a hearing request form on September 2, 2025. On September 3, 2025, the Company received confirmation from Nasdaq that an oral hearing before the Panel has been granted and scheduled for October 7, 2025, at 11:00 a.m. Eastern Time. The hearing request automatically stays any suspension or delisting action pending the hearing and the expiration of any additional extension period that may be granted by the Panel pursuant to the hearing. There can be no assurance that the Company's appeal of the delisting determination will be successful, or that, if successful, the Company will be able to maintain compliance with all applicable listing criteria.

01 Other Events

Item 8.01 Other Events. On September 2, 2025, the Company issued a press release related to the Offering entitled "Next Technology Holding Inc. Announces $9 Million Registered Direct Offering", which press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 8.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "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 incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing. This report is incorporated by reference into the registration statements on Form S-8 (File No. 333-288503) and on Form S-3 (File No. 333-267362) of the Company, filed with the Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains "forward-looking likely result," "expect," "anticipate," "estimate," "believe," "intend," "plan," "project," "outlook," "should," "could," "may" or words of similar meaning and include, but are not limited to, statements regarding our future business and financial performance and prospects, including our expectations regarding the transactions described in this Current Report on Form 8-K. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results included in such forward-looking statements. Investors are cautioned not to place undue reliance on the forward-looking statements in this Current Report on Form 8-K, which information set forth herein speaks only as of the date hereof. The Company does not undertake, and it expressly disclaims, any intention or obligation to update any forward-looking statements made in this Current Report on Form 8-K, whether as a result of new information, future events or otherwise, except as required by law. A list and description of risks, uncertainties and other factors that could cause or contribute to differences in the Company's results can be found in its filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent filings. The Company qualifies all of its forward-looking statements by these cautionary statements. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Index Exhibit No. Description 1.1 Placement Agency Agreement, dated September 2, 2025, by and between the Company and Univest Securities, LLC 4.1 Form of the Pre-Funded Warrants 5.1 Opinion of McLaughlin & Stern, LLP 5.2 Opinion of Long Reimer Winegar LLP 10.1 Form of Securities Purchase Agreement, dated September 2, 2025, by and among the Company and the purchaser thereto 23.1 Consent of Long Reimer Winegar LLP (included in Exhibit 5.1) 23.2 Consent of McLaughlin & Stern, LLP (included in Exhibit 5.2) 99.1 Press Release 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

SIGNATURES

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. Next Technology Holding Inc. By: /s/ Wei Hong Liu Name: Weihong LIU Title: Chief Executive Officer Date: September 5, 2025 4

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View this 8-K filing on SEC EDGAR