[6-K] Blue Hat Interactive Entertainment Technology Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Cybin Inc. (CYBN) has filed a U.S. Form F-10 prospectus supplement to register the resale of up to 20,000,000 common shares that may be issued to High Trail Special Situations LLC upon conversion of US$50 million unsecured convertible debentures placed privately on 30 June 2025. The resale window extends for 25 months while the base shelf remains effective.

Key terms of the debentures:

• Principal: US$50 million; term: two years.
• Guaranteed interest: 5.5% per annum (pre-paid at closing); default rate: 18%.
• Conversion price: lower of US$10.92 or the 5-day VWAP immediately prior to conversion.
• Ownership cap: the holder cannot exceed 4.99% of outstanding shares post-conversion.
• Issuer call: Cybin may prepay with a 5% (year 1) or 3% (year 2) premium.

No underwriter is involved, and Cybin will not receive any proceeds from subsequent share sales. The registration satisfies the company’s obligations under a June 30 2025 registration-rights agreement.

Capital structure impact: Cybin currently has 23,023,631 common shares outstanding (post-1-for-38 consolidation). Full conversion would add shares equal to roughly 87% of today’s basic share count, creating a potential overhang even though actual sales are at the holder’s discretion and capped at 4.99% of outstanding shares at any one time.

The common shares trade on Cboe Canada and NYSE American under “CYBN,” closing at C$10.45 / US$7.64 on 11 July 2025. The prospectus reiterates extensive forward-looking-statement and PFIC risk language and incorporates Cybin’s FY-2025 financial statements and annual information form by reference.

Positive

• US$50 million in funding already secured, strengthening liquidity without further equity issuance at this stage.
• Interest pre-paid at 5.5%; no ongoing cash outflow for coupon payments during the two-year term.
• 4.99% ownership cap limits any single conversion event’s immediate dilution.

Negative

• Registration covers 20 million shares—≈87% of current basic shares, posing significant dilution risk once debentures convert.
• Cybin receives no proceeds from the resale, yet faces market-price pressure from share overhang.
• Conversion price floats with VWAP, potentially leading to more shares issued at lower prices if the stock weakens.
• Pre-payment premiums (3%–5%) could raise effective cost if Cybin retires the debentures early.

Insights

Securities Analyst

TL;DR – Large potential share overhang; no cash inflow; financing already secured.

The filing merely registers shares issuable from the June 2025 US$50 m convertible debenture. Investors should note the substantial potential dilution (up to ~87% of the current float) once conversion is permitted. Because the conversion price tracks market VWAP, downward price moves could translate into more shares issued, increasing supply pressure. However, cash was raised upfront, interest was pre-paid at 5.5%, and no additional financing overhang is introduced—registration fulfills legal obligations rather than signalling new capital needs. Impact on valuation will hinge on the pace at which High Trail disposes of stock and Cybin’s ability to advance its clinical pipeline before those resales occur.

Biotech Industry Specialist

TL;DR – Provides runway from earlier raise but resale may weigh on trading.

Cybin already pocketed US$50 m to fund its psychedelic-therapy programs; today’s supplement simply enables U.S. resale. From an operational standpoint, the capital is helpful, and the 4.99% cap moderates immediate dilution. Nonetheless, the availability of 20 m shares—nearly the entire public float—can pressure the market until absorbed. With no imminent catalysts disclosed in the supplement, sentiment could skew negative, especially given the speculative nature of Phase 2 assets. Overall impact: notable but manageable provided clinical milestones arrive before heavy selling.

 

 

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 July 2025

 

Commission File Number 001-39001

 

Blue Hat Interactive Entertainment Technology

 (Translation of registrant’s name into English)

 

7th Floor, Building C, No. 1010 Anling Road
Huli District, Xiamen, China 361009
(Address of principal executive office)

 

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 ☐

 

Blue Hat Interactive Entertainment Technology, a Cayman Islands company (the “Company”) furnishes under the cover of Form 6-K the following:

 

 

 

Submission of Matters to a Vote of Security Holders.

 

On July 10, 2025, the Company held an Extraordinary General Meeting of Shareholders (the “Meeting”) for discussion and approval of three proposals. A quorum was present at the Meeting as required by the Second Amended and Restated Memorandum and Articles of Association of the Company. The final voting results for each proposal submitted to a vote of shareholders at the Meeting are as follows.

 

1. A proposal to consider and approve by special resolution the merger of the Company with Lanjin Technology Co., LTD, whereby the Company would be the surviving company pursuant to the terms of the Plan of Merger (the “Merger”), to effect, among others, a change in par value in Company shares from US$1.00 to US$0.0000001 (the “Merger Proposal”).

 

For		 	 	Against		 	 	Abstain		 
 	4,910,771	 	 	 	44,100	 	 	 	2,102	 

 

2. A proposal to consider and approve by special resolution that an amendment and restatement of the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Current M&A”) in the form of the Third Amended and Restated Memorandum and Articles of Association attached as Annex B to the meeting notice (the “Third M&A”), to reflect (i) the Merger; (ii) the removal of requirement of holding annual general meeting and other ancillary changes; and (iii) the changes in procedures for appointment and removal of directors and other ancillary changes; and that the Third M&A be adopted as the memorandum and articles of association of the Company, to the exclusion of the Current M&A, effective from the date of the registration of the Merger with the Registrar of Companies of the Cayman Islands (the “Current M&A Amendment Proposal”)

 

For		 	 	Against		 	 	Abstain		 
 	4,801,543	 	 	 	150,886	 	 	 	4,544	 

 

 

 

3. A proposal to approve a share consolidation of the Company’s ordinary shares, par value US$1 each in the authorized share capital of the Company (including issued and unissued share capital) at a ratio of 50-1 or 20-1, with the exact ratio to be selected at the sole discretion of the Company’s board of directors, at the time when it deems in the best interests of the Company and its shareholders before December 31, 2026 (the “Share Consolidation”).  

 

The following resolutions was delivered to the shareholders to consider and to vote upon at the Meeting:

 

“IT IS RESOLVED THAT each of the following resolutions be approved as ordinary resolutions of the Company, and subject to and conditional upon that the Board determining which of the below resolutions is to be effective:

 

  (a) Subject to the Merger taking effect,

 

  (A) every 20 ordinary shares of par value of US$0.0000001 each in the authorized share capital of the Company (including issued and unissued share capital) be consolidated into 1 ordinary share of par value of US$0.000002 each, and following such consolidation the authorized share capital of the Company is US$500,000,000 divided into 250,000,000,000,000 ordinary shares of par value of US$0.000002 each, with such consolidation to be effective on such date as determined by the Directors which date must be on or before December 31, 2026 and such date shall be announced by the Company;

 

  (B) every 50 ordinary shares of par value of US$0.0000001 each in the authorized share capital of the Company (including issued and unissued share capital) be consolidated into 1 ordinary share of par value of US$0.000005 each, and following such consolidation the authorized share capital of the Company is US$500,000,000 divided into 100,000,000,000,000 ordinary shares of par value of US$0.000005 each, with such consolidation to be effective on such date as determined by the Directors which date must be on or before December 31, 2026 and such date shall be announced by the Company; and

 

  (b) In the event the Merger does not take place:

 

  (C) every 20 ordinary shares of par value of US$1 each in the authorized share capital of the Company (including issued and unissued share capital) be consolidated into 1 ordinary share of par value of US$20 each, and following such consolidation the authorized share capital of the Company is US$500,000,000 divided into 25,000,000 ordinary shares of par value of US$20 each, with such consolidation to be effective on such date as determined by the Directors which date must be on or before December 31, 2026 and such date shall be announced by the Company;

 

  (D) every 50 ordinary shares of par value of US$1 each in the authorized share capital of the Company (including issued and unissued share capital) be consolidated into 1 ordinary share of par value of US$50 each, and following such consolidation the authorized share capital of the Company is US$500,000,000 divided into 10,000,000 ordinary shares of par value of US$50 each, with such consolidation to be effective on such date as determined by the Directors which date must be on or before December 31, 2026 and such date shall be announced by the Company.”

 

For		 	 	Against		 	 	Abstain		 
 	4,892,587	 	 	 	64,299	 	 	 	87	 

 

Pursuant to the foregoing votes the Company has obtained the shareholders’ approval to conduct the Merger, amend and restate the Current M&A and effect the Share Consolidation.

 

 

 

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: July 14, 2025

 

 	BLUE HAT INTERACTIVE ENTERTAINMENT TECHNOLOGY
 	 
 	By:	/s/ Xiaodong Chen
 	 	Name: Xiaodong Chen
 	 	Title: Chief Executive Officer

 

 

FAQ

How many Cybin (CYBN) shares are being registered for resale?

Up to 20,000,000 common shares, issuable upon conversion of the June 2025 US$50 m convertible debentures.

Does Cybin receive any cash from this prospectus supplement?

No. The filing registers shares for the Selling Shareholder; Cybin will not receive proceeds from their sale.

What is the conversion price of the US$50 m debentures?

The lower of US$10.92 or the 5-day VWAP before each conversion event.

What is the potential dilution if all debentures convert?

Full conversion would add shares equal to roughly 87% of current basic shares outstanding (23.0 m).

How long is the resale period for the registered shares?

The prospectus is effective for 25 months from the base shelf’s validity, allowing resale over that window.

What exchanges list Cybin’s common shares and at what recent prices?

CYBN trades on Cboe Canada (C$10.45 close on 11 Jul 2025) and NYSE American (US$7.64 close).