Form 6-K Baosheng Media Group For: Jul 09

 

 

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

 

 

 

ATTACHMENTS / EXHIBITS

EXHIBIT 10.1

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