Autozi (NASDAQ: AZI) secures up to $5.25M in convertible note financing
Rhea-AI Filing Summary
Autozi Internet Technology (Global) Ltd. entered into a private financing with an institutional investor through advance promissory notes convertible into Class A ordinary shares, providing potential gross proceeds of up to $5.25 million. An Initial Note of $2.75 million closed on June 23, 2026, bearing 9.25% annual interest with a 4% original issue discount and maturing on June 23, 2027.
The investor may subscribe for an additional $2.5 million in notes within 21 months. The notes are convertible at prices tied to the share price and volume-weighted average price, with a reset feature and a floor price of $0.288 per share after default-related adjustments. Autozi plans to use the capital to support mergers and acquisitions in China’s auto parts supply chain, build a cross-border supply chain platform, and increase R&D investment in its digital and intelligent platforms.
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Insights
Autozi secures flexible but potentially dilutive convertible note financing.
Autozi is raising up to $5.25 million through advance promissory notes, with $2.75 million funded initially at a 4% discount and 9.25% interest. The structure allows staged funding over 21 months, which can help match capital needs to growth plans.
The notes are convertible into equity at prices linked to market trading levels, with quarterly reset mechanics and a $0.288 floor in certain default scenarios. This introduces potential share dilution that will depend on future share prices and the investor’s conversion choices.
Autozi can redeem the notes at premiums of 110%, 114%, or 118% of outstanding amounts after specified dates, plus interest. A 1% placement fee was paid, and resale registration is planned under a registration rights agreement, so subsequent SEC filings will detail the registered resale of conversion shares.
Key Figures
Key Terms
Advance Promissory Notes financial
original issue discount financial
VWAP financial
Event of Default financial
Alternate Conversion Price financial
registration rights agreement regulatory
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 June 2026
Commission File Number: 001-42255
Autozi Internet Technology (Global) Ltd.
(Exact name of registrant as specified in its charter)
Room 204, Building A,
Intelligence Park No. 26 Yongtaizhuang North Road,
Haidian District, Beijing, China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F ☒ | Form 40-F ☐ |
Entry into a Material Definitive Agreement and Unregistered Sale of Equity Securities.
On June 22, 2026, Autozi Internet Technology (Global) Ltd. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”). Pursuant to the Purchase Agreement, the Company agreed to sell, and the Investor agreed to purchase, a new series of Advance Promissory Notes of the Company, in the aggregate original principal amount of up to $5,250,000, which are convertible into Class A ordinary shares of the Company (“Ordinary Shares”). The transactions contemplated under the Purchase Agreement (the “Transactions”) closed on June 23, 2026 (“Closing”). Upon Closing, the Company issued an advance promissory note in the aggregate principal amount of $2,750,000 (the “Initial Note”). Additionally, from the Closing until the twenty-first month anniversary of the Closing, the Investor shall have the option, upon five Business Days’ (as defined in the Purchase Agreement) notice, to cause the Company to issue an additional $2,500,000 in aggregate principal amount of advance promissory notes (each, an “Additional Note” and, together with the Initial Note, the “Notes”).
The Initial Note was issued at an original issue discount of 4.0%, with each $1,000 principal amount of Initial Note being purchased at a price of approximately $960.00. The Initial Note bears interest at a rate of 9.25% per annum and has a maturity date of June 23, 2027. The Additional Notes, if and when issued, have terms that are substantially similar to the terms of the Initial Note.
The Notes are convertible at the option of the Investor into Ordinary Shares (the “Conversion Shares”) at a conversion rate equal to (i) 110% of the sum of the principal, interest and any late charges of the Note or any applicable unpaid amounts (the “Conversion Amount”) divided by (ii) the applicable conversion price (the “Conversion Price”). The initial Conversion Price is equal to the closing sale price of the Company’s Ordinary Shares on the trading day prior to the Closing, subject to adjustment as provided in the Notes, including without limitation, in the event of any subsequent dilutive issuance at a price lower than the Conversion Price then in effect. The Conversion Price will reset every three months after the Closing to the lower of (i) the Conversion Price then in effect and (ii) 93% of the lowest daily VWAP of the Ordinary Shares in the prior 10 trading day period.
Upon the occurrence of an Event of Default (as defined in the Notes), the holder of Notes may, at its option, convert any portion of the outstanding and unpaid Conversion Amount into Ordinary Shares at a conversion rate equal to (i) 125% of the Conversion Amount divided by (ii) the Alternate Conversion Price. The “Alternate Conversion Price” equals the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) 93% of the lowest VWAP of the Ordinary Shares during the 10 consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice and (B) a floor price of $0.288 per share, subject to adjustment as provided in the Notes.
The Company may redeem the Notes in cash at a price that is equal to (i) prior to the three (3) month anniversary of the Closing, 110% of the outstanding amount of Notes being redeemed, (ii) following the three (3) month anniversary of the Closing until the six (6) month anniversary of the Closing, 114% of the outstanding amount of Notes being redeemed and (iii) following the six (6) month anniversary of the Closing, 118% of the outstanding amount of Notes being redeemed, plus accrued and unpaid interest, late charges and other amounts due. The Company must provide at least 30 days’ prior written notice, and any such redemption notice is irrevocable. The Notes cannot be redeemed if an Event of Default has occurred and is continuing. In addition, in the event of a Subsequent Placement (as defined in the Purchase Agreement), the Investor may require the Company to redeem up to 30% of the gross proceeds from such placement at 100% of the outstanding amount, payable within five trading days of the Company’s receipt of a redemption notice.
In connection with the Transactions, the Company paid a placement agent fee of 1.0% of the gross proceeds received by the Company.
In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder for transactions not involving a public offering.
The Purchase Agreement and form of Note are filed as Exhibits 10.1 and 4.1, respectively, to this Report of Foreign Private Issuer on Form 6-K and are incorporated herein by reference. The above descriptions of the terms of the Purchase Agreement and form of Note are qualified in their entirety by reference to such exhibits.
On June [24], 2026, the Company published a press release announcing the Transactions, a copy of which is attached herein as Exhibit 99.1.
Exhibits Index
| Exhibit No. | Description | |
| 4.1 | Form of Advance Promissory Note | |
| 10.1 | Securities Purchase Agreement, dated June 22, 2026, by and between the Company and the Investor | |
| 99.1 | Press Release | |
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.
Date: June [24], 2026
| Autozi Internet Technology (Global) Ltd. | ||
| By: | /s/ Houqi Zhang | |
| Name: | Houqi Zhang | |
| Title: | CEO and Chairman of the Board | |
Exhibit 99.1
Autozi Internet Technology (Global) Ltd. Announces the Execution of Securities Purchase Agreement
BEIJING, June [24], 2026 /GlobeNewswire/ -- Autozi Internet Technology (Global) Ltd. (“Autozi” or the “Company”) (NASDAQ: AZI), one of the leading and fast-growing lifecycle automotive service providers in China, today announced that it entered into a definitive Securities Purchase Agreement (the “Agreement”) with an institutional investor (the “Buyer”) on June 22, 2026, pursuant to which the Company issued to the Buyer an advance promissory note (the “Initial Note”). The closing of the transaction contemplated by the Agreement occurred on June 23, 2026 (the “Closing Date”). The transaction will result in gross proceeds to the Company of up to $5.25 million. Proceeds from the transaction will enhance Autozi’s financial flexibility to support its strategic growth initiatives and expand operational capacity.
Dr. Houqi Zhang, Founder, Chairman, and Chief Executive Officer of Autozi, commented. “This financing represents a significant milestone for Autozi as we strengthen our foundation for sustainable growth and innovation. The capital raised will enable us to execute on three strategic priorities. First, we will actively pursue targeted mergers and acquisitions within China’s auto parts supply chain to achieve end-to-end coverage, enhancing our competitive edge and efficiency. Second, we are committed to building a cross-border supply chain platform, which will serve as the cornerstone for our global expansion and overseas market penetration. Third, we will further increase investment in R&D to advance our digital and intelligent platforms ensuring our technology remains at the forefront of industry trends. These initiatives reflect our vision to lead the automotive services sector through innovation, scale, and global reach, ultimately delivering sustainable value for our shareholders and partners.”
Under the Agreement, from the Closing Date until the twenty-first month anniversary of the Closing Date, the Buyer shall have the option, upon five Business Days’ (as defined in the Agreement) notice, to cause the Company to issue an additional $2,500,000 in aggregate principal amount of advance promissory notes (each, an “Additional Note” and, together with the Initial Note, the “Notes”). The Notes are convertible into the Company’s Ordinary Shares at a conversion price determined based on the closing sale price of the Company’s Ordinary Shares at the time of conversion, subject to adjustment as provided in the Notes.
The Notes were offered pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D. The Notes and underlying Ordinary Shares have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption. In connection with the transaction, the Company entered into a registration rights agreement, pursuant to which it has agreed to file a registration statement with the U.S. Securities and Exchange Commission (“SEC”) to register the resale of the Ordinary Shares issuable upon conversion of the Notes. The Company plans to file a Report of Foreign Private Issuer on Form 6-K with the SEC, which will include details of the Agreement and the Notes.
Pryor Cashman LLP acted as legal counsel to the Buyer, and Womble Bond Dickinson (US) LLP served as U.S. legal counsel to the Company.
About Autozi Internet Technology (Global) Ltd.
Autozi Internet Technology (Global) Ltd. is a leading, fast-growing provider of lifecycle automotive services in China. Founded in 2010, Autozi offers a comprehensive range of high-quality, affordable, and professional automotive products and services through both online and offline channels across the country. Leveraging its advanced online supply chain cloud platform and SaaS solutions, Autozi has built a dynamic ecosystem that connects key participants across the automotive industry. This interconnected network enables more efficient collaboration and streamlined processes throughout the entire supply chain, positioning Autozi as a key driver of innovation and growth in the automotive services sector.
Forward-Looking Statements
All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. These forward-looking statements speak only as of the date of this announcement, and the Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, as actual results may be impacted by a variety of factors, including without limitation, changes in macroeconomic conditions, industry dynamics, competitive landscape, regulatory requirements, the Company’s ability to successfully implement its growth strategies and effectively manage costs and operations, and unforeseen business challenges. The Company encourages investors to review other factors that may affect its future results in the Company’s registration statement, periodic reports, including its Annual Report on Form 20-F and Current Report on Form 6-K, and in its other filings with the SEC.
Contact Information
Eric Zhang
Email: boardoffice@autozi.com