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: 333-256665
ABITS
GROUP INC
Level
24, Lee Garden One, 33 Hysan Avenue
Causeway
Bay
Hong
Kong SAR, China
(Address
of principal executive offices)
Indicate
by check mark whether the Company files or will file annual reports under cover of Form 20-F or Form 40-F:
Entry
into Material Definitive Agreements
Securities
Purchase Agreement
On
September 14, 2026 (the “Closing Date”), Abits Group Inc, a British Virgin Islands business company (the “Company”),
entered into a Securities Purchase Agreement with one institutional investor (the “Purchaser”), providing for the issuance
and sale of a convertible promissory note (the “Note”) in an original principal amount of US$16,470,588.24 for an aggregate
purchase price of up to US$14,000,000, reflecting a fifteen percent (15%) original issue discount and thirteen percent (13%) interest
fully earned and guaranteed for twelve (12) months. The purchase price is payable in three tranches of US$8,000,000, up to US$2,500,000
and up to US$3,500,000, keyed respectively to the Closing Date, the filing with the Securities and Exchange Commission (the “SEC”)
of the Form F-1 registration statement relating to the Equity Purchase Agreement described below, and the effectiveness of that registration
statement.
Funding
of the second and third tranches is subject to a number of conditions, including, among others, obtaining the corporate authority necessary
under British Virgin Islands law to effect one or more additional reverse splits up to a maximum aggregate ratio of 250:1; the Purchaser’s
right to nominate up to three (3) directors and the board’s appointment of those nominees; the timely filing and, in the case of
the third tranche, effectiveness of the related Form F-1 or F-3 if applicable; and the establishment of a U.S. subsidiary and related
banking arrangements. The agreement also addresses the Company’s election to follow home country practice under Nasdaq Listing
Rule 5615(a)(3) in lieu of certain shareholder approval requirements, as more fully described in the Securities Purchase Agreement.
The
agreement contains customary representations, warranties and covenants, including a most-favored-nation provision for subsequent financings
while the Note is outstanding, a prohibition on variable rate transactions other than the Equity Purchase Agreement, customary standstill
restrictions on further issuances, indebtedness, registration statements and share splits without the Purchaser’s consent, and
customary indemnification in favor of the Purchaser and its affiliates. In connection with the offering, certain shareholders of the
Company entered into Lock-Up Agreements restricting transfers of Ordinary Shares and securities convertible into or exercisable for Ordinary
Shares for a period of 180 days following the date on which the registration statement covering the resale of the Ordinary Shares issuable
under the Equity Purchase Agreement is declared effective by the SEC, subject to customary exceptions. The Company intends to use the
net proceeds for general corporate purposes and working capital, subject to customary restrictions.
Convertible
Promissory Note
The
Note matures 240 calendar days after the final tranche is funded, and the first twelve months of interest is fully earned and guaranteed
at issuance. Amounts attributable to each tranche are repaid in installments over a period following funding, and the Company may prepay
at a premium, in each case as described in the Note. On the holder’s demand following any subsequent financing, the Company must
apply a portion of the gross proceeds to prepayment at a premium; draws under the Equity Purchase Agreement do not constitute a subsequent
financing for this purpose.
The
Note becomes convertible at the holder’s discretion only after both an event of default and the 180th calendar day following issuance,
at a conversion price equal to seventy-five percent (75%) of the lowest closing bid price of the Ordinary Shares on The Nasdaq Capital
Market during the ten (10) trading day period immediately prior to the date of the applicable conversion notice, subject to a 4.99% beneficial
ownership limitation. On an event of default, the outstanding principal, accrued interest and all other amounts then owing automatically
increase by one hundred fifty percent of the amount outstanding immediately prior to the event of default, and the increased amount thereafter
constitutes principal; interest accrues at an additional twenty percent per annum during the continuance of the default, and the holder
may accelerate.
The
Company must reserve Ordinary Shares sufficient to cover conversion of the Note and issuances under the Equity Purchase Agreement, together
with the commitment shares described below, as described in the transaction documents.
Registration
Rights Agreement
Registrable
securities consist of the Ordinary Shares issued and issuable under the Equity Purchase Agreement, calculated by reference to the available
commitment amount and the commitment shares, together with securities issued in respect of them in any split, dividend or recapitalization.
The Ordinary Shares issuable on conversion of the Note are not registrable securities. The Company must file, or confidentially submit,
a Form F-1 covering resale on or before the fifteenth calendar day after the Closing Date, and must use best efforts to obtain effectiveness
by the earlier of forty-five calendar days after the Closing Date and the second trading day after SEC notice of no review. On a late
filing, failed effectiveness, prolonged prospectus unavailability, or a failure to satisfy specified current public information requirements,
the Company must pay the holder partial liquidated damages, subject to a cap, as described in the Registration Rights Agreement. If the
SEC will not permit all registrable securities to be registered on one registration statement, shares other than the commitment shares
are cut back first.
Equity
Purchase Agreement (Equity Line of Credit)
Also
on September 14, 2026, the Company entered into an Equity Purchase Agreement with one institutional investor (the “Investor”)
under which the Investor committed to purchase up to US$250,000,000 of Ordinary Shares over thirty-six months, at the Company’s
election, at a regular purchase price equal to ninety-five percent (95%) of the lowest daily volume weighted average price (VWAP) during
a three (3) trading day regular valuation period, or, for an intraday put, at an intraday purchase price equal to ninety-five percent
(95%) of the lowest traded price during the applicable intraday valuation period, subject to volume-based purchase limits and a 4.99%
beneficial ownership limitation that the Investor may increase to no more than 9.99% on advance notice.
The
Company agreed to pay the Investor a commitment fee of US$7,500,000 (the “Commitment Fee”), fully earned on September 14,
2026 and payable in Ordinary Shares (the “Commitment Shares”) based on the Nasdaq Official Closing Price of the Ordinary
Shares on the Closing Date, subject to a subsequent true-up if the applicable price is then lower. The Investor may elect pre-funded
warrants in lieu of any or all Commitment Shares, and must receive them to the extent Commitment Shares would exceed the beneficial ownership
limitation. Any such pre-funded warrants carry a nominal exercise price of US$0.00001 per Ordinary Share, with the balance pre-funded,
have no fixed expiration date, permit cashless exercise, and are subject to a 4.99% beneficial ownership limitation that a holder may
increase to 9.99% before issuance. The Commitment Fee is not contingent on effectiveness, on any put notice, or on the agreement remaining
in effect.
The
Company is subject to standstill periods around accepted put notices, may not enter into or maintain any variable rate transaction without
the Investor’s consent while the facility is outstanding, and delivered irrevocable transfer agent instructions authorizing the
Investor to direct issuance of put shares and Commitment Shares without further Company action. The Investor may not effect short sales
of the Company’s securities. The agreement terminates at the end of the commitment period or on full purchase of the committed
amount.
Placement
Agent Agreement
RBW
Capital Partners LLC/Dawson James Securities, Inc. (the “Placement Agent”) acted as exclusive placement agent
on a best efforts basis, with no obligation to purchase securities. Compensation consists of a cash fee of eight percent (8.0%) of aggregate
gross proceeds raised in the offering; a cash fee of three percent (3.0%) of aggregate gross proceeds raised under the Equity Purchase
Agreement as capital is drawn down, to which the first fee does not apply; and warrants to purchase a number of Ordinary Shares equal
to five percent (5.0%) of the aggregate Ordinary Shares, or share equivalents, placed in the offering, with a five-year term and an exercise
price of 115% of the offering price. The Company also agreed to reimburse accountable expenses up to US$100,000 and to pay a non-accountable
expense allowance of one percent (1.0%) of the gross amount of the offering, and the Placement Agent is entitled to compensation on specified
financings by investors it wall-crossed and consummated within eighteen (18) months after the engagement ends.
Waivers,
Deng Lock-Up Agreement and Side Letter
In
connection with the offering, ARC Group International Ltd. (“ARC”) and Conglin Deng, the Company’s Chief Executive
Officer, each delivered to the Company an irrevocable waiver dated September 10, 2026 (together, the “Waivers”) in respect
of the Securities Purchase Agreement dated August 5, 2026 among ARC, Mr. Deng, certain of his affiliates and the Company (the “August
2026 Purchase Agreement”) and the related registration rights agreement dated August 5, 2026. Under the Waivers, each of ARC and
Mr. Deng irrevocably consented to the Note, the Equity Purchase Agreement and the other transaction documents described in this report
and to any other financing or transaction of the Company, waived the restriction in the August 2026 Purchase Agreement on the Company’s
issuance of equity and equity-linked securities, and waived all of its registration rights under its August 5, 2026 registration rights
agreement, agreeing to rely on Rule 144 for resales. Neither ARC nor Mr. Deng received any consideration from the Company for the Waivers.
Mr.
Deng also entered into a Lock-Up Agreement, dated September 11, 2026, on the same terms as the Lock-Up Agreements described above, except
that Ordinary Shares issued to him under Section 2.3 of the August 2026 Purchase Agreement are subject to the lock-up for the longer
of the standard period and nine months after issuance. In consideration of that extended lock-up, the Company and Mr. Deng entered into
a side letter.
The
foregoing descriptions of the agreements described above are summaries of the material terms of such agreements, do not purport to be
complete and are qualified in their entirety by reference to the full text of such agreements. The agreements filed with this report
are listed in the exhibit index below and are incorporated herein by reference.
Unregistered
Sales of Equity Securities
The
securities described above were or will be offered and sold in transactions exempt from registration under Section 4(a)(2) of the Securities
Act of 1933, as amended, and Rule 506 of Regulation D, without general solicitation or advertising, in reliance on the representations
of the Purchaser, including as to accredited investor status under Rule 501(a). Because the conversion price of the Note, the purchase
price for shares sold under the Equity Purchase Agreement and the number of Commitment Shares are each determined by reference to the
trading price of the Ordinary Shares at the relevant time, and because the Company has an unlimited number of authorized Ordinary Shares
of no par value, the number of Ordinary Shares issuable in these transactions cannot be determined as of the date of this report, is
expected to substantially exceed the number of Ordinary Shares currently outstanding, and will be substantially dilutive to existing
holders of Ordinary Shares.
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form
of Convertible Promissory Note |
| 10.3 |
|
Form of Registration Rights Agreement |
| 10.4 |
|
Form of Equity Purchase Agreement |
| 10.5 |
|
Form of Pre-Funded Warrant to Purchase Ordinary Shares. |
| 10.6 |
|
Form of Placement Agent Warrant. |
| 10.7 |
|
Form of Lock-Up Agreement. |
| 10.8 |
|
Placement Agent Agreement, dated September 14, 2026, among Abits Group Inc, RBW Capital Partners LLC and Dawson James Securities, Inc. |
| 10.9 |
|
Lock-Up Agreement, dated September 11, 2026, between Abits Group Inc and Conglin Deng. |
| 10.10 |
|
Side Letter, dated September 11, 2026, between Abits Group Inc and Conglin Deng. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
ABITS GROUP INC |
| |
|
|
| Date:
September 17, 2026 |
By: |
/s/
Conglin Deng |
| |
Name: |
Conglin
Deng |
| |
Title: |
Chief
Executive Officer |
