DarkIris (DKI) sells new shares at $0.35 and pays $800K in stock for video content

Rhea-AI Filing Summary

DarkIris Inc. entered into share purchase agreements with 11 investors for a private placement of 9,400,000 Class A ordinary shares and 1,428,571 Class B ordinary shares at $0.35 per share. The Class B shares are being purchased by CEO and Chairman Hong Zhifang, aligning management with new capital raised.

The private placement is expected to close on or about April 15, 2026, with management having sole discretion over how the proceeds are used. DarkIris also agreed to acquire short video drama content from a Hong Kong seller for total consideration of $800,000, to be paid by issuing 2,285,714 Class A shares at $0.35 each.

All securities are being issued in a transaction relying on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, with each purchaser representing that they are an accredited investor acquiring the shares for investment purposes.

Insights

Equity capital markets analyst

DarkIris raises equity capital at $0.35 per share and uses stock for content acquisition.

DarkIris is executing a Private Placement of 9,400,000 Class A and 1,428,571 Class B shares at $0.35 per share. The CEO, Hong Zhifang, is purchasing all Class B shares, which ties leadership more closely to shareholder outcomes as new equity is issued.

The company will also issue 2,285,714 Class A shares at $0.35 to buy short video drama content valued at $800,000. This shifts part of its content investment into equity consideration instead of cash. Actual impact on ownership structure and dilution depends on existing share counts, which are not detailed in this excerpt.

The transactions rely on Section 4(a)(2) and Rule 506 of Regulation D, limiting participation to accredited investors and emphasizing a private, exempt offering framework rather than a public registered sale. Future filings may clarify how management allocates the new capital and integrates the acquired content into operations.

Key Figures

Class A shares in private placement: 9,400,000 shares Class B shares in private placement: 1,428,571 shares Private placement price: $0.35 per share +3 more

6 metrics

Class A shares in private placement 9,400,000 shares Sold at $0.35 per share under April 7, 2026 agreements

Class B shares in private placement 1,428,571 shares Sold at $0.35 per share to CEO Hong Zhifang

Private placement price $0.35 per share Pricing for both Class A and Class B ordinary shares

Video content purchase value $800,000 Consideration for short video drama content from Hong Kong seller

Shares issued for content 2,285,714 Class A shares Issued at $0.35 per share to satisfy $800,000 purchase price

Securities Act exemption Section 4(a)(2) and Rule 506 Basis for issuing securities without registration

Key Terms

Private Placement, accredited investor, Regulation D, Section 4(a)(2), +1 more

5 terms

Private Placement financial

"at a price of $0.35 per Class B Ordinary Share (the “Private Placement”)."

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

accredited investor regulatory

"Each purchaser represented that they are an “accredited investor” and were acquiring the securities"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

Regulation D regulatory

"in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D thereunder."

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Section 4(a)(2) regulatory

"exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Short Video Drama Purchase Agreement financial

"entered into a short video drama purchase agreement (the “Short Video Drama Purchase Agreement”) with a company incorporated in Hong Kong"

Form 6-K: How Foreign Companies Report to the SEC →

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 April 2026

Commission File Number: 001-42795

DarkIris Inc.

(Registrant’s Name)

6/F, Cheong Sun Tower

No. 118 Wing Lok Street

Sheung Wan, Hong Kong

(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.

Form 20-F ☒                        Form 40-F ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Entry into a Material Definitive Agreement

On April 7, 2026, DarkIris Inc. (the “Company”) entered into certain share purchase agreements (the “Share Purchase Agreements”) with 11 investors (the “Purchasers”). Pursuant to the Share Purchase Agreements, the Company agreed to sell and the Purchasers agreed to purchase an aggregate of 9,400,000 Class A ordinary shares, par value $0.0001 per share, of the Company (“Class A Ordinary Shares”) at a price of $0.35 per Class A Ordinary Share; and 1,428,571 Class B ordinary shares, par value $0.0001 per share, of the Company (“Class B Ordinary Shares”) at a price of $0.35 per Class B Ordinary Share (the “Private Placement”). As part of the Private Placement, the 1,428,571 Class B Ordinary Shares were purchased by Hong Zhifang, the Company’s Chief Executive Officer, Chairman of the board of directors and director.

The closing of the Private Placement is expected to occur on or about April 15, 2026, subject to the satisfaction of customary closing conditions. The management of the Company will have sole and absolute discretion concerning the use of the proceeds from the Private Placement.

The foregoing description of the Share Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreements. A copy of the form of such Share Purchase Agreement is attached hereto as Exhibits 10.1, and is incorporated herein by reference.

On April 7, 2026, the Company also entered into a short video drama purchase agreement (the “Short Video Drama Purchase Agreement”) with a company incorporated in Hong Kong (the “Seller”). Pursuant to the Short Video Drama Purchase Agreement, the Company agreed to purchase certain short video dramas content from the Seller for a total consideration of $800,000, to be satisfied by the issuance of 2,285,714 Class A Ordinary Shares at a price of $0.35 per Class A Ordinary Shares.

The foregoing description of the Short Video Drama Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Short Video Drama Purchase Agreement. A copy of the form of such Short Video Drama Purchase Agreement is attached hereto as Exhibits 10.2, and is incorporated herein by reference.

The securities referenced therein were issued and sold in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D thereunder. Each purchaser represented that they are an “accredited investor” and were acquiring the securities for investment purposes.

EXHIBIT INDEX

The following exhibits are being filed herewith:

Exhibit No.		Description
10.1		Form of Share Purchase Agreement in respect of the Company’s Class A/Class B Ordinary Shares
10.2		Form of Short Video Drama Purchase Agreement

2

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.

	DarkIris Inc.
	By:	/s/ Hong Zhifang
	Name:	Hong Zhifang
	Title:	Chief Executive Officer

Date: April 8, 2026

3

FAQ

What equity is DarkIris Inc. (DKI) issuing in the April 2026 private placement?

DarkIris Inc. is issuing 9,400,000 Class A ordinary shares and 1,428,571 Class B ordinary shares at $0.35 per share. These shares are being sold to 11 investors in a private placement, providing new equity capital to the company under negotiated terms.

How is DarkIris Inc. (DKI) CEO participating in the new share issuance?

CEO and Chairman Hong Zhifang is purchasing all 1,428,571 Class B ordinary shares at $0.35 per share. This insider participation means management is directly investing alongside other purchasers in the financing, potentially aligning leadership interests with new and existing shareholders.

What is included in DarkIris Inc. (DKI)’s short video drama purchase agreement?

DarkIris agreed to buy certain short video drama content from a Hong Kong company for $800,000. Instead of paying cash, the company will issue 2,285,714 Class A ordinary shares at $0.35 per share to the seller as consideration for this media content.

When is DarkIris Inc. (DKI)’s private placement expected to close?

The private placement closing is expected on or about April 15, 2026, subject to customary closing conditions. Completion of the transaction will finalize the issuance of the new Class A and Class B shares and deliver the associated capital to the company.

How will DarkIris Inc. (DKI) decide on the use of private placement proceeds?

The company states that management will have sole and absolute discretion over how the private placement proceeds are used. No specific allocations are outlined in the excerpt, giving leadership broad flexibility to fund operations, investments, or other corporate purposes.

Under what exemptions is DarkIris Inc. (DKI) issuing these securities?

The securities are being issued relying on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. Purchasers represented that they are accredited investors acquiring the shares for investment, supporting the exemptions from registration for this private offering.

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EX-10.1 77.2 KB
• EX-10.2 EX-10.2 207.5 KB

Other Documents

• EX-10 GRAPHIC 985 B