CUPR 6-K
Cuprina Holdings (Cayman) LTD (CUPR)
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 September 2026
Commission File Number: 001-42288
Cuprina Holdings (Cayman) Limited
(Registrant’s Name)
c/o Blk 1090 Lower Delta Road #06-08
Singapore 169201
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
| Form 20-F ☒ | Form 40-F ☐ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Entry into a Material Definitive Agreement.
As previously disclosed, on September 17, 2026, Cuprina Holdings (Cayman) Limited (the “Company”) (Nasdaq: CUPR), consummated its public offering (the “PO”) of 4,322,489 Class A ordinary shares, par value $0.008 per share (each, a “Class A Ordinary Share” and the Class A Ordinary Shares sold in the PO are hereafter referred as the “PO Shares”). The Company has also granted the underwriters a 45-day option to purchase up to an additional 648,373 Class A Ordinary Shares to cover over-allotments (the “Over-Allotment Shares”), if any (the “Over-Allotment Option”).
On September 29, 2026, the Company issued and sold to the underwriters 648,373 Class A Ordinary Shares at a price of $1.15 per share, pursuant to the full exercise of the Over-Allotment Option, resulting in additional gross proceeds of approximately $745,629. As a result, the Company has raised aggregate gross proceeds of approximately $5,716,491 in the PO, including the exercise of the Over-Allotment Option, prior to deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
In addition, the Company issued to R. F. Lafferty, as representative of the underwriters, warrants to purchase up to 25,935 Class A Ordinary Shares, which is equal to 4.0% of the total number of Class A Ordinary Shares sold in the Over-Allotment Option under the PO (the “Representative’s OA Warrants”). The Representative’s OA Warrants have an initial exercise price of $1.265 per share, or 110% of the public offering price of the Class A Ordinary Shares sold in the PO. The Representative’s OA Warrants are exercisable at any time and from time to time, in whole or in part, during the four and one-half year period commencing six months from the commencement of sales of the PO. The Representative’s OA Warrants provide for registration rights (including a one-time demand registration right and unlimited piggyback rights, expiring at five years from the commencement of sales of the PO) and customary anti-dilution provisions, as permitted by FINRA Rule 5110(g)(8).
The Company issued a press release announcing the issuance and sale of the Over-Allotment Shares on September 29, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Financial Statements and Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release on over-allotment, dated September 29, 2026. |
| 2 |
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.
| Cuprina Holdings (Cayman) Limited | ||
| By: | /s/ David Quek Yong Qi | |
| Name: | David Quek Yong Qi | |
| Title: | Director and Chief Executive Officer | |
| Date: September 29, 2026 | ||
| 3 |
Exhibit 99.1
Cuprina Holdings (Cayman) Limited Announces Closing of Underwriter’s
Over-Allotment Option in Connection with Public Offering
SINGAPORE, September 29, 2026 – Cuprina Holdings (Cayman) Limited (Nasdaq: CUPR) (“Cuprina” or “the Company”), a biomedical company developing and marketing products for the chronic wounds, infertility, medical waste recycling, and cosmeceuticals sectors, today announced that it closed the sale of an additional 648,373 Class A ordinary shares of the Company, pursuant to the full exercise of the underwriter’s over-allotment option granted in connection with the Company’s public offering (“PO”, together with such over-allotment closing, the “Offering”), at a public offering price of $1.15 per share, for a total of approximately $745,629 of gross proceeds to the Company, before deducting underwriting discounts and offering expenses. As a result, the Company has raised aggregate gross proceeds of approximately $5,716,491, including the previously announced PO gross proceeds of approximately $4,970,862, prior to deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
The Company intends to use net proceeds from the Offering for expansion into new businesses, R&D activities to expand its product offerings, growth and expansion into new markets, building brand awareness, investment in equipment and infrastructure, and working capital and general corporate purposes.
R. F. Lafferty & Co., Inc. (“R. F. Lafferty”), acted as the sole book-running manager for the Offering. Loeb & Loeb LLP, Lee & Lee, Harney Westwood & Riegels Singapore LLP are acting as U.S., Singapore and Cayman Islands legal counsels to the Company, respectively, and Ellenoff Grossman & Schole LLP is acting as U.S. legal counsel to R. F. Lafferty for the Offering.
The Offering is being conducted pursuant to the Company’s Registration Statement on Form F-1 (File No: 333-297299) previously filed with and subsequently declared effective by the U.S. Securities and Exchange Commission (“SEC”) on September 15, 2026. The Offering is being made only by means of a prospectus. Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. Copies of the final prospectus related to the Offering may be obtained, from R. F. Lafferty & Co., Inc., 40 Wall Street, Suite 3602, New York, NY 10005; (212) 293-9090, or by email at [email protected]. In addition, a copy of the final prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.
This press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Cuprina Holdings (Cayman) Limited
We are a Singapore-based biomedical and biotechnology company that is dedicated to the development and commercialization of innovative products for the management of chronic wounds, as well as operating in the infertility, medical waste recycling, and health and beauty sectors. Our expertise in biomedical research allows us to identify and utilize materials derived from natural sources to develop wound care products in the form of medical devices which meet international standards. For more information, please visit https:// www.cuprina.com.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the gross proceeds of the offering. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the preliminary prospectus filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Any forward-looking statements contained in this press release speak only as of the date hereof, and Cuprina Holdings (Cayman) Limited specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Cuprina Holdings (Cayman) Limited Investor Contact
Investor Relations
c/o Blk 1090 Lower Delta Road #06-08
Singapore 169201
+65 8512 7275
Email: [email protected]