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 October 2025
Commission
File Number: 001-41712
CHIJET
MOTOR COMPANY, INC.
(Translation
of registrant’s name into English)
No.
8, Beijing South Road
Economic
& Technological Development Zone, Yantai
Shandong,
CN-37 264006
People’s
Republic of China
(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.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
On
October 1, 2025, Chijet Motor Company, Inc., a Cayman Islands exempted company with limited liability (the “Company”) entered
into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors named thereto (the “Purchasers”),
pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”): (i) 16,000,000
Class A ordinary shares, par value US$0.003 per share (the “Class A Ordinary Shares”) of the Company (the “Shares”),
at a purchase price of $0.15 per share; and (ii) pre-funded warrants to purchase up to 84,000,000 Class A Ordinary Shares (the “Pre-Funded
Warrants”) at a purchase price of $0.147 per Pre-Funded Warrant.
The
Offering closed on October 2, 2025. The Company received approximately $15 million in gross proceeds from the Offering, before deducting
placement agent fees and estimated offering expenses. The Company intends to use the net proceeds from the Offering for acquisition of
new businesses, corporate management, talent recruitment and general working capital purposes.
The
Pre-Funded Warrants were sold to the Purchasers, whose purchase of the Shares in the Offering would otherwise have resulted in the Purchasers,
together with its affiliates and certain related parties, beneficially owning more than 9.99% of the outstanding share capital of the
Company following the consummation of the Offering. Each Pre-Funded Warrant represents the right to purchase one Class A Ordinary Share
at an exercise price of $0.003 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until
the Pre-Funded Warrants are exercised in full (subject to the beneficial ownership limitation described above). As of the date of this
report, each Purchaser has exercised the Pre-Funded Warrants to purchase an aggregate of up to 84,000,000 Class A Ordinary Shares, and
the Company has issued to the Purchasers 84,000,000 Class A Ordinary Shares in accordance with the terms of the Pre-Funded Warrants.
The
Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company, other obligations of the parties, and termination provisions.
In
addition, the Company agreed that for a period of forty five (45) calendar days from the closing date of the Offering, it will not: (i)
issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Class A Ordinary Shares or equivalent securities;
or (ii) file any registration statement or amendment or supplement thereto (other than the Prospectus Supplement, or on Form S-8 or in
connection with any employee benefit plan). In addition, the Company agreed that it will not conduct any sales of Class A Ordinary Shares
or equivalent securities involving a variable rate transaction (as defined in the Purchase Agreement) for a period of forty five (45)
calendar days from the closing date of the Offering, subject to certain exceptions as described
in the Purchase Agreement.
The
Shares, the Pre-Funded Warrants and the Class A Ordinary Shares underlying the Pre-funded Warrants (together with the Shares and the
Pre-Funded Warrants, the “Securities”) were offered by the Company pursuant to a registration statement on Form F-3 (File
No. 333-281314) (the “Registration Statement”), previously filed and declared effective by the Securities and Exchange Commission
(the “Commission”) on August 16, 2024, the base prospectus filed as part of the Registration Statement, and the prospectus
supplement dated October 1, 2025 (the “Prospectus Supplement”).
On
October 1, 2025, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Univest
Securities, LLC (“Univest” or the “Placement Agent”), pursuant
to which the Company engaged Univest as the exclusive placement agent in connection with
the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Shares and the Pre-Funded
Warrants. In addition, under the Placement Agency Agreement the Company agreed to pay the Placement Agent a placement agent fee in cash
equal to seven percent (7%) of the aggregate gross proceeds raised from the sale. The Company also agreed to reimburse the Placement
Agent at closing for legal and other expenses incurred by them in connection with the Offering in an amount not to exceed $150,000, and
a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company from the Offering.
The
Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Placement Agent, including for liabilities under the Securities Act of 1933, as amended
(the “Securities Act”), other obligations of the parties and termination provisions.
The
foregoing summaries of the Placement Agency Agreement, the Purchase Agreement and the Pre-Funded Warrants do not purport to be complete
and are subject to, and qualified in their entirety by, such documents filed as Exhibits 10.1, 10.2 and 4.1, respectively, hereto and
incorporated by reference herein. A copy of the press release related to the Offering entitled “Chijet Motor Company, Inc. Announces
$15 Million Registered Direct Offering” is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
Copies
of the opinions of Harney Westwood & Riegels and McLaughlin & Stern, LLP relating to the legality of the issuance and sale of
the securities are filed as Exhibits 5.1 and 5.2 hereto, respectively.
This
report is incorporated by reference into the registration statement on Form F-3 (File No. 333-281314) of the Company, filed with the
Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports
subsequently filed or furnished.
This
report shall not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any
sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking
Statements:
This
report contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995 and other Federal securities laws. For example, the Company is using forward-looking statements when it discusses
the closings of the Offering. All statements other than statements of historical facts included in this report are forward-looking statements.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s
current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated
events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s
control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual
results and financial condition to differ materially from those indicated in the forward-looking statements include the risks and uncertainties
described in the Company’s annual report on Form 20-F for the year ended December 31, 2024, filed with the Commission on May 15,
2025, and the Company’s other filings with the Commission. The Company undertakes no obligation to publicly update any forward-looking
statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or
otherwise.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of the Pre-Funded Warrants |
| 5.1 |
|
Opinion of Harney Westwood & Riegels |
| 5.2 |
|
Opinion of McLaughlin & Stern, LLP |
| 10.1 |
|
Placement Agency Agreement, dated October 1, 2025, by and between the Company and Univest Securities, LLC |
| 10.2 |
|
Form of Securities Purchase Agreement, dated October 1, 2025, by and among the Company and the purchasers thereto |
| 23.1 |
|
Consent of Harney Westwood & Riegels (included in Exhibit 5.1) |
| 23.2 |
|
Consent of McLaughlin & Stern, LLP (included in Exhibit 5.2) |
| 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.
| |
CHIJET
MOTOR COMPANY, INC. |
| |
|
| |
By: |
/s/
Melissa Chen |
| |
Name:
|
Melissa
Chen |
| |
Title: |
Chief
Executive Officer |
Date:
October 6, 2025
