CN Energy 6-K clarifies $20M share purchase terms, adds dilution guardrail

Rhea-AI Filing Summary

CN Energy Group Inc. (CNEY) filed a Form 6-K disclosing an amendment to its previously announced US$20 million Securities Purchase Agreement with Streeterville Capital, LLC. The April 4, 2025 agreement allows the investor to make one or more pre-paid purchases of Class A ordinary shares up to the US$20 million cap. The 18 June 2025 amendment makes four principal changes:

• Section 11 of the original agreement will no longer apply to floor-price provisions.
• A specific Floor Price of US$0.626 per share is now defined, limiting future conversions or issuances below this level.
• The company must file the required Form F-3 registration statement by 30 June 2025 (previously unspecified).
• The effectiveness window for the registration statement is extended to 115 days from 90 days, providing additional time for SEC review and share resale eligibility.

All other terms of the Purchase Agreement remain unchanged. The amendment is furnished as Exhibit 99.1 and the 6-K will be incorporated by reference into CNEY’s existing Form F-3 shelf registration (File No. 333-264579).

No financial statements or earnings data were included. The filing mainly updates procedural and pricing safeguards related to the potential equity financing, which could be dilutive if the company issues shares near the US$0.626 floor price.

Positive

• Preserves access to up to US$20 million in equity financing, providing liquidity flexibility without amending aggregate purchase amount.
• Introduces an explicit US$0.626 floor price, offering some downside protection to existing shareholders compared with an uncapped discount.

Negative

• Potential dilution risk remains if shares are issued close to the low US$0.626 floor price.
• Extended registration effectiveness period delays potential resale timeline, signaling administrative hurdles.

Insights

Capital Markets Analyst

TL;DR: Amendment clarifies US$0.626 floor price and gives CNEY 25 extra days to clear F-3; financing terms otherwise intact—net neutral, mild dilution risk.

The defined floor price protects existing holders from extreme downside issuance but still sits well below CNEY’s historical trading range, hinting at sizeable dilution if shares drift lower. Extending the effectiveness period to 115 days suggests coordination with SEC review timelines rather than stress, and the June 30 filing deadline keeps capital-raising optionality alive for 2H-2025. Because no draw schedule or pricing mechanism changed, the economic impact is marginal; cash inflow potential (up to US$20 million) is preserved, but equity overhang remains. Overall, this is a routine technical amendment with limited immediate valuation impact.

  

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 2025

 

Commission file number: 001-39978

 

CN ENERGY GROUP. INC.

 

Building 2-B, Room 206, No. 268 Shiniu Road

Liandu District, Lishui City, Zhejiang Province

The 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 of Form 20-F or Form 40-F.

 

Form 20-F ☒      Form 40-F ☐

 

 

 

 

Amendment to the Securities Purchase Agreement

 

As previously disclosed, on April 4, 2025, CN Energy Group. Inc. (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with Streeterville Capital, LLC, (the “Investor”). Pursuant to the Purchase Agreement, the Investor agreed to purchase from the Company, and the Company agreed to issue and sell to the Investor, securities in the form of one or more pre-paid purchases (the “Pre-Paid Purchases”) with an aggregate purchase amount of up to $20,000,000, for the purchase (the “Purchase Shares”) of Class A ordinary shares of the Company (the “Ordinary Shares”), upon the terms and subject to the limitations and conditions set forth in such Pre-Paid Purchase.

 

On June 18, 2025, the Company entered into a certain amendment (the “Amendment”) to the Purchase Agreement in accordance with the terms of the Purchase Agreement. Pursuant to the Amendment, the Company and the Investor agreed to amend and restate that (i) Section 11 of the Purchase Agreement shall not apply to floor prices; (ii) the definition of “Floor Price” means $0.626; (iii) the filing deadline of the registration statement on Form F-3 (the “Registration Statement”) is June 30, 2025; and (iv) the effectiveness period of the Registration Statement is extended from 90 days to 115 days.

 

The foregoing descriptions of the Amendment are summaries of the material terms of such agreement, do not purport to be complete and are qualified in their entirety by reference to the Form of the Amendment, which are furnished hereto as Exhibits 99.1.

 

This Report of Foreign Private Issuer on Form 6-K (the “Report”) is incorporated by reference into the Company’s Registration Statement on Form F-3 (File Nos. 333-264579) filed with the Securities and Exchange 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.

 

Financial Statements and Exhibits.

 

Exhibits

 

Exhibit No.	 	Description
99.1	 	Form of Amendment to Securities Purchase Agreement

 

 

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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.

 

 	CN Energy Group. Inc.
 	 	 
Date: June 20, 2025	By:	/s/ Wenhua Liu
 	Name:	Wenhua Liu
 	Title:	Interim Chief Executive Officer

 

 

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FAQ

What did CN Energy Group (CNEY) change in the Securities Purchase Agreement?

The June 18, 2025 amendment sets a US$0.626 floor price, removes Section 11 from floor-price application, sets a 30 June 2025 F-3 filing deadline, and extends effectiveness to 115 days.

How much financing capacity does the agreement still provide CNEY?

The agreement continues to allow up to US$20 million in pre-paid equity purchases.

When must CNEY file the related Form F-3 registration statement?

The filing deadline is 30 June 2025.

What is the significance of the US$0.626 floor price for investors?

It prevents CNEY from issuing shares to the investor below US$0.626, limiting downside dilution but still below recent trading levels.

Does the amendment include any financial results or earnings guidance?

No. The Form 6-K focuses solely on the amendment; it contains no earnings or financial statement information.