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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 16, 2026
______________
TIANCI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
______________
| Nevada |
001-42591 |
45-5540446 |
| (State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
| of Incorporation) |
File Number) |
Identification No.) |
Unit 1109, Lippo Sun Plaza, 28 Canton Road,
Tsim Sha Tsui, Kowloon, Hong
Kong 999077
(Address of Principal Executive Office) (Zip Code)
852-26621800
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value |
|
CIIT |
|
The Nasdaq Stock Market LLC
(Nasdaq Capital Market) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement |
On June 17, 2026, Tianci
International, Inc. (the “Company”) consummated a public offering of 4,055,000 units (the “Units”) and 2,000,000
pre-funded units (“Pre-funded Units”) for a purchase price of $0.81 per Unit and $0.809 per Pre-funded Unit, resulting
in aggregate gross proceeds of approximately $4.9 million, before deducting placement agent fees and other offering expenses. The Company
intends to use the net proceeds from the sale of its securities for working capital requirements and general corporate purposes.
Each
Unit consists of (i) one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and (ii)
one common warrant (each a “Common Warrant”) to purchase one share of Common Stock. Each Pre-funded Unit consists of (i)
one pre-funded warrant (each a “Pre-funded Warrant”) to purchase one share of Common Stock, and (ii) one Common Warrant.
Subject to certain ownership limitations described in the Pre-Funded Warrants, each Pre-Funded Warrant is immediately exercisable at
an exercise price of $0.001 per share and will remain exercisable until exercised in full. Each Common Warrant is immediately exercisable
upon issuance, at an initial exercise price of US$0.81 per share (representing 100% of the offering price of $0.81 per Unit), for a period
of three years following the date of issuance.
The exercise price and the number of shares issuable
under the Common Warrants will be proportionately adjusted in the event of certain transactions affecting our Common Stock, including
stock dividends, stock splits or reorganizations. In particular, if, at any time while the Common Warrants are outstanding, (i) there
occurs any stock split, stock dividend, reverse stock split, or stock combination, recapitalization or other similar transaction involving
our Common Stock (each a “Share Combination Event”, and the date of that Share Combination Event (or if the Share Combination
Event occurs after the close of trading on the principal market, the trading day following that date), the “Share Combination Event
Date”), then in addition and after giving effect to the adjustments for the Share Combination Event elsewhere in the Common Warrants,
the exercise price shall be reduced, but in no event increased, to the lowest VWAP (volume-weighted average price) during the period
commencing five consecutive trading days immediately preceding and the five consecutive trading days immediately following the Share
Combination Event Date (such new price, the “Event Market Price”), provided, that in calculating the Event Market Price,
the VWAP for Trading Days prior to the Share Combination Event Date shall be the VWAP reported after proportionally adjusting for the
reverse stock split. The number of shares issuable under the Common Warrants will be increased such that the aggregate exercise price,
after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price on the issuance date for
the warrant shares then outstanding.
The Common Warrants also contain certain downward adjustment mechanism and anti-dilution provisions.
If at any time while the Common Warrants are outstanding, the Company sells, enters into an agreement to sell, or grants any option
to purchase, or sells or grants any right to reprice, or otherwise disposes of or issues (or announce any offer, sale, grant or any option
to purchase or other disposition) any Common Stock or securities convertible or exercisable into Common Stock, except for certain exempt
issuances, at an effective price per share less than the exercise price of the Common Warrant then in effect (such lower price, the “Base
Share Price” and each of the foregoing, a “Dilutive Issuance”), the exercise price of the Common Warrant shall be reduced
to the lower of (1) the Base Share Price and (2) the lowest VWAP during the period commencing five consecutive trading days immediately
preceding and ending on the fifth trading day immediately following, the consummation of such Dilutive Issuance (such new price, the
“New Issuance Price” and such period, the “New Issuance Adjustment Period”), effective as of the close of trading
on the last trading day of the New Issuance Adjustment Period. Notwithstanding the foregoing, if the Company enters into a variable rate
transaction, the exercise price of the Common Warrant shall be reduced to the lowest possible price, conversion price or exercise price
at which such securities may be issued, converted or exercised.
Other than the adjustment above, in no event shall
the exercise price of the Common Warrants be reduced below a floor price of $0.296, as adjusted for stock dividends, stock splits, stock
combinations and other similar transactions.
In connection with the Offering, the Company entered
into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an institutional investor on June 16, 2026.
The Securities Purchase Agreements contain customary representations, warranties and covenants, as well as customary indemnification obligations
of the parties. The Company has agreed that for a period of thirty (30) days from the
date of the Securities Purchase Agreement, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or
announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or enter into, or effects a transaction
under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the
Company may issue securities at a future determined price, or (ii) file any registration statement or amendment or supplement thereto,
other than as necessary to maintain the effectiveness of existing registration statements which are effective as of the closing date.
The Company has further agreed that for a period of three (3) months from the date of the Securities Purchase Agreement, the Company shall
be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common
Stock or Common Stock equivalents (or a combination of units thereof) involving a Variable Rate Transaction (as defined in the Securities
Purchase Agreement).
The Placement Agency Agreement
In connection with the offering, on June 16,
2026, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the
“Placement Agent”), pursuant to which the Company agreed to issue and sell directly to investors, in a best efforts basis
the Units and the Pre-funded Units. As part of its compensation for acting as Placement Agent for the Offering, the Company agreed to
pay the Placement Agent a cash fee of seven percent (7.0%) of the gross proceeds received by the Company from the sale of securities
in the Offering and to reimburse the Placement Agent up to a maximum of $100,000 for out-of-pocket accountable expenses.
The Company issued the Placement Agent or its designees warrants (the “Placement Agent Warrants”) to purchase up to 302,750
shares of Common Stock. The Placement Agent Warrants have an exercise price of $0.81, are not exercisable until 180 days from the commencement
of sales of the securities in this Offering, and will expire three (3) years after the commencement of sales of the securities in the
Offering.
Pursuant to the Placement Agency Agreement, for
a period of twelve (12) months after the closing of the Offering, the Placement Agent will have a right of first refusal to act as sole
managing underwriter and sole book runner, sole placement agent and/or sole sales agent, for any and all future public and private equity,
equity-linked or debt (excluding commercial bank debt) offerings for which the Company retains the service of an underwriter, agent, adviser,
finder or other person or entity in connection with such offering.
In connection with the Offering, each of the Company’s
directors and executive officers entered into lock-up agreements (the “Lock-up Agreements”) with the Placement Agent pursuant
to which they agreed, subject to customary exceptions, not to sell, transfer, or otherwise dispose of any of the Company’s securities
for a period of 90 days following the closing of the Offering.
The shares of Common Stock, the Common
Warrants, the Pre-funded Warrants, the Placement Agent described above and the underlying shares of Common Stock were offered and
sold under the Registration Statement (the “Registration Statement”) on Form S-1, as amended (No. 333-296417), which was
declared effective by the Securities and Exchange Commission (the “SEC”) on June 15, 2026. This Current Report on Form
8-K does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall
there be any sale of these securities in any state or other 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 other jurisdiction.
The foregoing summaries of the Common Warrants, Pre-Funded Warrants,
Placement Agent Warrants, Placement Agency Agreement, Securities Purchase Agreement, and Lock-up Agreements do not purport to be complete
and are qualified in their entirety by reference to the full text of the corresponding document, which are filed as Exhibit 4.1, 4.2,
4.3, 1.1, 10.1, and 10.2, respectively, to this Current Report on Form 8-K.
On June 16, 2026, the Company issued a press release
announcing the pricing of the Offering. On June 17, 2026, the Company issued a press release regarding the closing of the Offering. A
copy of each of the press release is attached as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and each is incorporated
herein by reference.
This Form 8-K contains forward-looking
statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs,
expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions.
These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions
made by its management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that
are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking
statements due to numerous factors, including those risks discussed in the Company’s Annual Report on Form 10-K, and in other documents
that the Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made,
and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of
this Form 8-K, except as required by law.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
| 1.1 |
Placement Agency Agreement |
| 4.1 |
Form of Common Warrant |
| 4.2 |
Form of Pre-funded Warrant |
| 4.3 |
Form of Placement Agent Warrant |
| 10.1 |
Form of Securities Purchase Agreement |
| 10.2 |
Form of Lock-up Agreement |
| 99.1 |
Press Release dated June 16, 2026 |
| 99.2 |
Press Release dated June 17, 2026 |
| 104 |
Cover page interactive data file (embedded within the iXBRL document) |
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, hereunto
duly authorized.
| |
Tianci International, Inc. |
| |
|
|
|
Date: June 18, 2026
|
By: |
/s/ Shufang Gao
Shufang Gao
Chief Executive Officer
|
Exhibit 99.1
Tianci International, Inc.
Announces Pricing of US$4.9 Million Public Offering
HONG KONG, HK
/ ACCESS Newswire / June 16, 2026 / Tianci International, Inc.
(Nasdaq:CIIT) (“Company” or “Tianci”), a global logistics service provider specializing in ocean freight forwarding,
today announced the pricing of its registered offering of 6,055,000 units (each, a “Unit”), on a best efforts basis, at an
offering price of US$0.81 per Unit (the “Offering”).
Each Unit consists of one share
of common stock of the Company (or pre-funded warrant in lieu thereof), with a par value of US$0.0001 per share, and one common warrant
to purchase one share of common stock of the Company (the “Common Warrant”). The aggregate gross proceeds from the Offering
are expected to be approximately US$4.9 million, prior to deducting placement agent fees, legal fees, administrative and other offering-related
expenses.
Each Common Warrant will be
immediately exercisable upon issuance at an initial exercise price of US$0.81, which is equal to the public offering price per Unit. The
warrant exercise price is subject to customary anti-dilution adjustments in connection with share splits, share combinations, dividend
distributions, subsequent equity sale and other corporate restructurings. The warrants will expire on the third anniversary of the issuance
date.
The closing of the Offering
is currently expected to take place on June 17, 2026, subject to the satisfaction of customary closing conditions set forth in the Securities
Purchase Agreements and related transaction documents. The Company anticipate using the net proceeds of this offering primarily for the
working capital and other general corporate purposes.
Maxim Group LLC is acting as
the sole placement agent for the Offering. Ortoli Rosenstadt LLP is acting as U.S. securities counsel to the Company, and Pryor Cashman
LLP is acting as U.S. securities counsel to the placement agent, in connection with the Offering.
The securities described above
are being offered pursuant to a registration statement on Form S-1, as amended (File No. 333-296417) (the “Registration Statement”),
which was declared effective by the Securities and Exchange Commission (the “SEC”) on June 15, 2026. The offering is being made
only by means of a prospectus which is a part of the Registration Statement. A preliminary prospectus relating to the offering has been
filed with the SEC. Copies of the final prospectus relating to this offering, when available, will be filed with the SEC and may be obtained
from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022 at (212) 895-3745 or by email at syndicate@maximgrp.com. Copies
of the Registration Statement can be accessed through the SEC website at www.sec.gov.
This press release is
for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. No offering,
sale or solicitation shall be permitted in any jurisdiction where such offering or sale would be unlawful prior to registration, exemption
or qualification under the local securities laws of such jurisdiction.
About Tianci International, Inc.
Tianci International Inc., through its subsidiary
Roshing, provides global logistics services, specializing in ocean freight forwarding, including container and bulk goods shipping. Operating
under an asset-light model, Roshing’s logistics solutions are tailored to meet the diverse needs of its customers across the Asia-Pacific
Region, including Japan, South Korea, and Vietnam. The Company’s mission is to provide customers with efficient, reliable, and safe
shipping services that create value. Beyond logistics, Roshing has expanded into global trade of minerals by sourcing high-grade minerals
directly from resource-rich regions for resale. In addition, the Company generates revenue from the sale of electronic parts and business
consulting services. For more information, please visit the Company’s website: tianci-ciit.com
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 about the Company’s current expectations about future results, performance, prospects and
opportunities. Statements that are not historical facts, such as “anticipates,” “believes” and “expects”
or similar expressions, are forward-looking statements.
This press release contains forward-looking statements,
among other items, regarding the Company’s ability to satisfy closing conditions related to the offering. All of our forward-looking
statements are based on the current plans and expectations of management and are subject to a number of uncertainties and risks that could
significantly affect the Company’s current plans and expectations, as well as future results of operations and financial condition.
These and other risks and uncertainties are discussed more fully in our filings with the Securities and Exchange Commission. Readers are
encouraged to review the section titled “Risk Factors” in the Registration Statement, as well as other disclosures contained
in such Registration Statement and the Company’s other filings made with the Securities and Exchange Commission. Forward-looking
statements contained in this announcement are made as of this date and the Company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.
For investor and media inquiries, please contact:
Tianci International, Inc.
Investor Relations
Email: ir@rqscapital.com
Exhibit 99.2
Tianci International, Inc.
Announces Closing of US$4.9 Million Public Offering
HONG
KONG, HK / ACCESS Newswire / June 17, 2026 / Tianci International,
Inc. (Nasdaq:CIIT) (“Company” or “Tianci”), a global logistics service provider specializing in ocean freight
forwarding, today announced the closing of its previously announced registered offering of 6,055,000 units (each, a “Unit”),
on a best efforts basis, at an offering price of US$0.81 per Unit (the “Offering”).
Each Unit consists of one share of common stock of the
Company (or pre-funded warrant in lieu thereof), with a par value of US$0.0001 per share, and one common warrant to purchase one share
of common stock of the Company (the “Common Warrant”). Each Common Warrant is immediately exercisable upon issuance at an
initial exercise price of US$0.81, which is equal to the public offering price per Unit. The warrant exercise price is subject to customary
anti-dilution adjustments in connection with share splits, share combinations, dividend distributions, subsequent equity sale and other
corporate restructurings. The warrants will expire on the third anniversary of the issuance date.
The company received total gross proceeds of approximately
US$4.9 million, prior to deducting placement agent fees, legal fees, administrative and other offering-related expenses. The Company intends
to use the net proceeds from the Offering for working capital requirements, general corporate purposes, as well as further product iteration
& development and production capacity expansion.
Maxim Group LLC acted as the sole placement agent
for the Offering. Ortoli Rosenstadt LLP acted as U.S. securities counsel to the Company, and Pryor Cashman LLP acted as U.S. securities
counsel to the placement agent, in connection with the Offering.
The Company’s Registration Statement on Form S-1 (File No. 333-296417)
was filed with the U.S. Securities and Exchange Commission (SEC) and declared effective on June 15, 2026. The Offering was made exclusively
by means of a prospectus contained within the effective S-1 registration statement, copies of which may be obtained by contacting Maxim
Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745 or by email at syndicate@maximgrp.com. Copies of the
registration statement can be accessed through the SEC website at www.sec.gov.
This press release is for
informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. No offering,
sale or solicitation shall be permitted in any jurisdiction where such offering or sale would be unlawful prior to registration, exemption
or qualification under the local securities laws of such jurisdiction.
About Tianci International, Inc.
Tianci International Inc., through its subsidiary
Roshing, provides global logistics services, specializing in ocean freight forwarding, including container and bulk goods shipping. Operating
under an asset-light model, Roshing’s logistics solutions are tailored to meet the diverse needs of its customers across the Asia-Pacific
Region, including Japan, South Korea, and Vietnam. The Company’s mission is to provide customers with efficient, reliable, and safe
shipping services that create value. Beyond logistics, Roshing has expanded into global trade of minerals by sourcing high-grade minerals
directly from resource-rich regions for resale. In addition, the Company generates revenue from the sale of electronic parts and business
consulting services. For more information, please visit the Company’s website: tianci-ciit.com
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 about the Company’s current expectations about future results, performance, prospects and
opportunities. Statements that are not historical facts, such as “anticipates,” “believes” and “expects”
or similar expressions, are forward-looking statements.
This press release contains forward-looking statements,
among other items, regarding the Company’s ability to satisfy closing conditions related to the offering. All of our forward-looking
statements are based on the current plans and expectations of management and are subject to a number of uncertainties and risks that could
significantly affect the Company’s current plans and expectations, as well as future results of operations and financial condition.
These and other risks and uncertainties are discussed more fully in our filings with the Securities and Exchange Commission. Readers are
encouraged to review the section titled “Risk Factors” in the Registration Statement, as well as other disclosures contained
in such Registration Statement and the Company’s other filings made with the Securities and Exchange Commission. Forward-looking
statements contained in this announcement are made as of this date and the Company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.
For investor and media inquiries, please contact:
Tianci International, Inc.
Investor Relations
Email: ir@rqscapital.com
