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 May 2025
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 April 11, 2025, Cuprina Holdings (Cayman) Limited (the “Company”) (Nasdaq: CUPR), consummated its initial public offering (the “IPO”) of 3,000,000 Class A ordinary shares, par value par value $0.001 per share (each, a “Class A Ordinary Share” and the Class A Ordinary Shares sold in the IPO are hereafter referred as the “IPO Shares”). The Company has also granted the underwriters a 45-day option to purchase up to an additional 450,000 Class A Ordinary Shares to cover over-allotments (the “Over-Allotment Shares”), if any (the “Over-Allotment Option”).
On May 8, 2025, the Company issued and sold to the underwriter 450,000 Class A Ordinary Shares at a price of $4.00 per share, pursuant to the full exercise of the Over-Allotment Option, resulting in additional gross proceeds of approximately $1,800,000. As a result, the Company has raised aggregate gross proceeds of $13,800,000 in the IPO, including the exercise of the Over-Allotment Option, prior to deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
The Company issued a press release announcing the issuance and sale of the Over-Allotment Shares on May 8, 2025. 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 pricing, dated May 8, 2025. |
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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: May 8, 2025 | ||
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Exhibit 99.1

Cuprina
Holdings Announces Closing of Underwriter’s
Over-Allotment Option in Connection with Initial Public Offering
SINGAPORE, May 8, 2025 – Cuprina Holdings (Cayman) Limited (Nasdaq: CUPR) (“Cuprina” or “the Company”), a biomedical and biotechnology company dedicated to the development and commercialization of products for the management of chronic wounds and infertility, as well as cosmeceuticals for the health and beauty sector, today announced that it closed the sale of an additional 450,000 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 initial public offering (“IPO”, together with such over-allotment closing, the “Offering”), at the IPO price of $4.00 per share, less underwriting discounts. As a result, the Company has raised aggregate gross proceeds of $13,800,000, including the previously announced IPO gross proceeds of $12,000,000, prior to deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
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 Winston & Strawn 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. 333-283643), as amended, previously filed with and subsequently declared effective by the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2025. The Offering is being made only by means of a prospectus, forming part of the registration statement. Copies of the final prospectus related to the Offering may be obtained, when available, from R. F. Lafferty & Co., Inc., 40 Wall Street, 27th Floor, New York, NY 10005; (212) 293-9090, or by email at offerings@rflafferty.com. In addition, a copy of the final prospectus, when available, relating to the Offering may be obtained via the SEC’s website at www.sec.gov .
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. 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 these 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 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 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 expected trading commencement and closing dates. 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: ir@cuprina.com.sg
Investor Relations Inquiries:
Skyline Corporate Communications Group, LLC
Scott Powell, President
1177 Avenue of the Americas, 5th Floor
New York, New York 10036
Office: (646) 893-5835
Email: info@skylineccg.com