BEIJING, Oct. 10, 2025 – TIAN RUIXIANG Holdings Ltd. (Nasdaq: TIRX) (the “Company”) announced today that it has entered into a securities purchase agreement with certain institutional investors for a registered direct offering (the “Offering”). This agreement involves the purchase and sale of 2,000,000 Class A ordinary shares along with warrants to acquire up to an additional 4,000,000 Class A ordinary shares. The combined purchase price for each share and its accompanying warrant is $1.50, which is anticipated to generate gross proceeds of approximately $3 million, prior to deducting fees and other offering expenses. The warrants will be exercisable immediately upon issuance at an exercise price of $1.50 per share and will remain valid for five years from their initial exercise date. The completion of this offering is slated for on or about October 14, 2025, contingent upon the fulfillment of customary closing conditions.
The Company intends to allocate the net proceeds from this Offering towards working capital and general corporate requirements.
This Offering is being conducted under a registration statement on Form F-3 (File No. 333-269348) that was declared effective by the Securities and Exchange Commission (the “SEC”) on May 31, 2023. The offering is exclusively made through a prospectus that forms part of this effective registration statement. A final prospectus supplement and the corresponding prospectus pertaining to this registered direct offering will be submitted to the SEC and will be accessible on the SEC’s website at . Furthermore, once available, electronic copies of the final prospectus supplement and the accompanying prospectus can be obtained from A.G.P./Alliance Global Partners, located at 590 Madison Avenue, 28th Floor, New York, NY 10022, or by dialing (212) 624-2060, or by emailing .
This press release should not be construed as an offer to sell or a solicitation of an offer to purchase any of the securities mentioned herein. Additionally, no sale of these securities will take place in any state or other jurisdiction where such an offer, solicitation, or sale would be unlawful without prior registration or qualification under the securities laws of that state or jurisdiction.
About TIAN RUIXIANG Holdings Ltd
TIAN RUIXIANG Holdings Ltd, headquartered in Beijing, China, operates as an insurance broker within China through its China-based variable interest entity. The company distributes a wide array of insurance products, categorized primarily into two groups: (1) property and casualty insurance, which includes commercial property insurance, liability insurance, accidental insurance, and automobile insurance; and (2) other insurance types, such as health insurance, life insurance, and various miscellaneous insurance.
Forward Looking Statements
Certain statements within this announcement are forward-looking in nature. These forward-looking statements involve known and unknown risks and uncertainties, and they are based on current expectations and projections concerning future events and financial trends that the Company believes may impact its financial condition, operational results, business strategy, and financial needs. Investors can identify these forward-looking statements by the use of words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. The Company disclaims any obligation to update forward-looking statements to reflect subsequent events or circumstances, or changes in its expectations, unless legally mandated. While the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will prove correct. The Company cautions investors that actual results may differ materially from the anticipated results and advises investors to review risk factors that could affect its future outcomes in the Company’s registration statement and its other filings with the U.S. Securities and Exchange Commission.
For investor and media enquiries, please contact:
TIAN RUIXIANG Holdings Ltd
Investor Relations Department
Email:
Water Tower Research
Feifei Shen
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