NETCLASS TECHNOLOGY INC - Securities Purchase Agreement with Controlling Shareholder

On September 2, 2026, NETCLASS TECHNOLOGY INC entered into a securities purchase agreement with Dragonsoft Holding Limited, the controlling shareholder, to issue and sell 300,000 Class B Ordinary Shares at $1.88 per share. The transaction closed on September 3, 2026, with the Buyer acquiring 100% of the Company's Class B shares, representing 91.34% of the total voting power. This issuance was made under an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 and Regulation S. The company has filed a Form 6-K to report this transaction, incorporating the securities purchase agreement as an exhibit. The proceeds from the sale are intended for general working capital and corporate purposes.