Form 6-K Cuprina Holdings (Cayman For: Sep 29

 

 

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.

 

 

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

 

ATTACHMENTS / EXHIBITS

EX-99.1

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