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 September 2026
Commission
File Number: 001-41712
DIGITAL
CURRENCY X TECHNOLOGY INC.
(Exact
Name of Registrant as Specified in Its Charter)
Room
1101, 11/F., Capital Centre
151 Gloucester Road, Wanchai
Hong Kong
(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 ☐
Registered
Direct Offering
On
September 18, 2026, Digital Currency X Technology Inc. (the “Company”) entered into a securities purchase agreement (the
“Purchase Agreement”) with certain institutional investors (collectively, the “Purchasers”), pursuant to which
the Company agreed to issue and sell an aggregate of 23,809,530 Class A ordinary shares of the Company, par value US$0.0001 per share
(the “Ordinary Shares”), together with Series A warrants to purchase up to an aggregate of 23,809,530 Ordinary Shares (the
“Series A Warrants”) and Series B warrants to purchase up to an aggregate of 23,809,530 units, each consisting of one Ordinary
Share and one Series A Warrant (the “Series B Warrants”), in a registered direct offering (the “Offering”). The purchase price was US$0.21 per Ordinary Share and
accompanying Series A Warrant and Series B Warrant (the “Purchase Price”). The gross proceeds to the Company from the Offering
were approximately US$5.0 million, before deducting placement agent fees and other estimated Offering expenses. The Company intends to
use the net proceeds from the Offering for (i) working capital and general corporate purposes, which may include the acquisition, custody,
holding, staking, management and disposition of digital assets and cryptocurrencies and related treasury and business operations, and
(ii) the purchase of insurance coverage for the Company’s directors and officers.
The
Series A Warrants have an initial exercise price of US$0.44 per Class A Ordinary Share and are exercisable immediately for five years
from their Initial Exercise Date. The Series B Warrants have an initial exercise price of US$0.21 per unit and are exercisable from their
Issuance Date for 30 days, subject to the applicable expiration-date provisions. The securities issuable upon exercise and the exercise
price of each of the Series A Warrants and Series B Warrants are subject to adjustment for share dividends, share splits, combinations,
reclassifications, share-combination VWAP reset, subsequent dilutive-issuance exercise-price adjustments, and other events as specified
in the Series A Warrants and Series B Warrants.
The
Ordinary Shares, the Series A Warrants, the Series B Warrants and the Ordinary Shares issuable upon exercise of such warrants were offered
pursuant to the Company’s registration statement on Form F-3 (File No. 333-281314), initially filed with the U.S. Securities and
Exchange Commission (the “SEC”) on August 13, 2024 and declared effective on August 16, 2024 (the “Registration Statement”),
the accompanying base prospectus dated August 16, 2024 and a prospectus supplement dated September 18, 2026 filed with the SEC pursuant
to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”).
Obligations
Under the Purchase Agreement
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.
Pursuant
to the Purchase Agreement, the Company agreed, subject to certain exceptions, that from September 18, 2026 until thirty (30) calendar
days after the closing date of the Offering, neither the Company nor any of its subsidiaries would (i) issue, enter into any agreement
to issue or announce the issuance or proposed issuance of any Ordinary Shares or securities exercisable or exchangeable for, or convertible
into, Ordinary Shares, or (ii) file any registration statement or any amendment or supplement thereto, other than the prospectus supplement
for the Offering, a registration statement on Form S-8 and issuances thereunder pursuant to any equity or share incentive plan of the
Company, and a registration statement on Form F-3, including any related base prospectus, prospectus supplement, amendment or post-effective
amendment. The Purchase Agreement contains customary representations, warranties, and covenants by the Company. It also provides for
customary indemnification by the Company of the Purchasers and certain related parties for losses, liabilities, claims, damages, costs
and expenses arising from a breach of the Company’s representations, warranties, covenants or agreements under the Purchase Agreement
or certain proceedings relating to the transactions contemplated thereby.
In
connection with the Offering, the directors and officers of the Company and shareholders holding 5% or more of the Company’s issued
and outstanding Ordinary Shares entered into lock-up agreements dated September 18, 2026, pursuant to which such persons agreed, subject
to certain exceptions, that, from September 18, 2026 until ninety (90) days after the Closing Date, they would not offer, sell, contract
to sell, hypothecate, pledge or otherwise dispose of Ordinary Shares or securities convertible into, exchangeable for or exercisable
for Ordinary Shares beneficially owned, held or thereafter acquired by them.
Placement
Agency Agreement
In
connection with the Offering, on September 18, 2026, the Company entered into a placement agency agreement (the “Placement
Agency Agreement”) with Maxim Group LLC (the “Placement Agent”), pursuant to which the Placement Agent agreed to
act as placement agent on a “reasonable best efforts” basis in connection with the Offering. Pursuant to the Placement
Agency Agreement, the Company agreed to pay the Placement Agent (i) a cash fee equal to 7.0% of the aggregate gross proceeds raised
in the Offering, (ii) a cash exercise fee equal to 7.0% of the aggregate gross proceeds received by the Company upon exercise of the
Series B Warrants, and (iii) reimbursement of reasonable out-of-pocket expenses, including legal fees, of up to US$50,000. The
Company also agreed to issue to the Placement Agent or its designees warrants to purchase a number of Ordinary Shares equal to 5.0%
of the total number of Ordinary Shares sold in the Offering (the “PA Warrants”), with the PA Warrants being exercisable
at the same price and on the same terms as the Series A Warrants. The Placement Agency Agreement contains customary representations,
warranties, and covenants by the Company. It also provides for customary indemnification by the Company of the Placement Agent and
certain related parties for losses, claims, damages, expenses and liabilities arising out of the Placement Agent’s activities
under the Placement Agency Agreement, subject to specified exceptions, and contains contribution, termination and other customary
provisions.
The
Offering was priced on September 18, 2026. The closing of the Offering took place on September 21, 2026, at which time the Company issued
and sold an aggregate of 23,809,530 Ordinary Shares, together with Series A Warrants to purchase up to 23,809,530 Ordinary Shares and
Series B Warrants to purchase up to 23,809,530 units, to the Purchasers against payment of an aggregate purchase price of US$5,000,001.30.
The
foregoing descriptions of the Placement Agency Agreement, the Purchase Agreement, the Series A Warrants, the Series B Warrants, and the
PA Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which
are filed as Exhibits 1.1, 10.1, 4.1, 4.2, and 4.3, respectively, to this Report on Form 6-K and incorporated herein by
reference. A copy of the legal opinion of Harney Westwood & Riegels, the Company’s Cayman Islands counsel, relating to the
validity of the securities offered in the Offering is filed as Exhibit 5.1 to this Report on Form 6-K. On September 18, 2026, the Company
issued a press release announcing the pricing of the Offering, a copy of which is furnished as Exhibit 99.1 to this Report on Form 6-K.
This
Form 6-K contains forward-looking statements. Forward-looking statements include statements herein with respect to, among other things,
the Company’s intended use of proceeds from the Offering and the successful execution of the Company’s business strategy.
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 performance 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 Registration Statement, the Company’s annual report
on Form 20-F for the fiscal year ended December 31, 2025, 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 6-K, except as required by law.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 1.1 |
|
Placement Agency Agreement, dated as of September 18, 2026, by and between Digital Currency X Technology Inc. and Maxim Group LLC, as placement agent |
| 4.1 |
|
Form of Series A Warrant |
| 4.2 |
|
Form of Series B Warrant |
| 4.3 |
|
Form of Placement Agent Warrant |
| 5.1 |
|
Opinion of Harney Westwood & Riegels, Cayman Islands counsel to the Company |
| 10.1 |
|
Securities Purchase Agreement, dated as of September 18, 2026, by and among Digital Currency X Technology Inc. and the purchasers signatory thereto |
| 23.1 |
|
Consent of Harney Westwood & Riegels (included in Exhibit 5.1) |
| 99.1 |
|
Press Release, dated September 18, 2026 |
INCORPORATION
BY REFERENCE
This
Report on Form 6-K, including Exhibits 1.1, 4.1, 4.2, 4.3, 4.4, 5.1, 10.1 and 23.1 hereto, but excluding Exhibit 99.1, is hereby incorporated
by reference into the Company’s registration statement on Form F-3 (File No. 333-281314), as amended, and the Company’s registration
statement on Form S-8 (File No. 333-298575), and into each prospectus outstanding under the foregoing registration statements, and shall
be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently
filed or furnished by the Company under the Securities Act or the Exchange Act. Exhibit 99.1 is furnished and shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act, nor shall it be incorporated by reference into any registration statement of the Company.
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.
DIGITAL
CURRENCY X TECHNOLOGY INC.
| By: |
/s/
Melissa Chen |
|
| Name: |
Melissa
Chen |
|
| Title: |
Chief
Executive Officer |
|
| |
|
|
| Date:
September 21, 2026 |
|
Exhibit
99.1
Digital
Currency X Technology Announces Pricing of $5.0 Million Registered Direct Offering
NEW
YORK, September 18, 2026 (GLOBE NEWSWIRE) -- Digital Currency X Technology Inc. (Nasdaq: DCX) (“DCX” or the “Company”),
a digital asset treasury management company, today announced that it has entered into a definitive agreement with certain institutional
investors for the purchase and sale of 23,809,530 Ordinary Shares (or pre-funded warrants in lieu thereof) in a registered direct offering,
together with accompanying Series A warrants and Series B warrants, at a combined purchase price of $0.21 per Ordinary Share (or pre-funded
warrant) and accompanying warrants, for gross proceeds to the Company of approximately $5.0 million, before deducting placement agent
fees and other estimated offering expenses.
Each
Ordinary Share is being sold together with one Series A warrant and one Series B warrant. The Series A warrants are exercisable for Ordinary
Shares, have an initial exercise price of $0.44 per Ordinary Share, are exercisable immediately upon issuance and will expire 5 years
from the date of issuance. Each Series B warrant is exercisable for one unit consisting of (i) one Ordinary Share and (ii) one new Series
A warrant to purchase one Ordinary Share on the same terms as the original Series A warrants. The Series B warrants have an initial exercise
price of $0.21 per unit, are exercisable immediately upon issuance and will expire 30 days from the date of issuance. The exercise prices
of the Series A and Series B Warrants are subject to customary anti-dilution adjustments in connection with share splits, share
combinations, dividend distributions, subsequent equity sales and other corporate restructurings.
The
offering is expected to close on or about September 21, 2026, subject to the satisfaction of customary closing conditions. The Company
intends to use the net proceeds of this offering for working capital and general corporate purposes, which may include the acquisition,
custody, holding, staking, management and disposition of digital assets and cryptocurrencies and related treasury and business operations,
and the purchase of insurance coverage for the Company’s directors and officers.
Maxim
Group LLC is acting as the sole placement agent in connection with the offering.
The
securities sold in the offering are being offered pursuant to a shelf registration statement on Form F-3 (File No. 333-281314),
which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 16, 2024. The offering
of the securities will be made only by means of a prospectus supplement that forms a part of such registration statement. A
prospectus supplement relating to the securities offered in the offering will be filed by the Company with the SEC. When available,
copies of the prospectus supplement relating to the offering, together with the accompanying prospectus, can be obtained at the
SEC’s website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate
Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3500.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under
the securities laws of such state or jurisdiction.
About
Digital Currency X Technology
Digital
Currency X Technology Inc. (Nasdaq: DCX) is a Cayman Islands exempted company headquartered in Hong Kong. Following the divestiture of
its former China-based automotive business, the Company focuses on the digital asset sector, including on-chain data and information
services provided through its DexTrader platform and digital asset treasury and ecosystem initiatives.
Safe
Harbor Statement
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the completion, timing and size of
the offering and the anticipated use of proceeds. Forward-looking statements are not guarantees of future performance and are subject
to risks, uncertainties and assumptions that are difficult to predict, including whether the Company will consummate the offering on
the anticipated terms or at all, the satisfaction of customary closing conditions, prevailing market and other conditions, and the risks
and uncertainties described under “Item 3.D. Risk Factors” in the Company’s most recent Annual Report on Form 20-F
and in the Company’s other reports filed with or furnished to the U.S. Securities and Exchange Commission, copies of which are
available at www.sec.gov. The Company’s actual results could differ materially from those expressed or implied by the forward-looking
statements. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law.
Investor
Relations Contact:
Matthew
Abenante, IRC
President
Strategic
Investor Relations, LLC
Tel:
347-947-2093
Email:
matthew@strategic-ir.com
