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 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
Pricing
and Closing of $6 Million Best Efforts Offering
On
October 8, 2026, DarkIris Inc. (the “Company”) priced a best efforts public offering for the sale of Units and Pre-Funded
Units, each as defined below, for aggregate gross proceeds to the Company of $6 million, before deducting placement agent fees and other
estimated expenses payable by the Company, excluding the exercise of any Warrants offered. The offering was comprised of (i) 898,965
units (each a “Unit”), each consisting of one Class A ordinary share, par value $0.0016 per share, of the Company (the “Class
A Ordinary Shares”), and one warrant to purchase one Class A Ordinary Share (each a “Warrant”), and (ii) 3,267,701
pre-funded units (each a “Pre-Funded Unit”), each consisting of one pre-funded warrant (each a “Pre-Funded Warrant”)
to purchase one Class A Ordinary Share, and one Warrant, offered in lieu of Units to certain purchasers who so elected. In the aggregate,
the Company issued 898,965 Class A Ordinary Shares, 3,267,701 Pre-Funded Warrants to purchase up to 3,267,701 Class A Ordinary Shares,
and 4,166,666 Warrants. The public offering price of the Units was $1.44 per Unit. The public offering price of the Pre-Funded Units
was $1.4399 per Pre-Funded Unit, representing the public offering price per Unit, minus $0.0001, and the exercise price per Pre-Funded
Warrant is equal to $0.0001 per share.
Each
of the Warrants is exercisable to purchase one Class A Ordinary Share at an exercise price of $2.04 per share, subject to adjustment
as set forth therein. The Warrants are exercisable immediately upon issuance and will expire six (6) months following the date of issuance.
If, at the time of exercise, there is no effective registration statement or prospectus available for the issuance or resale of the Class
A Ordinary Shares underlying the Warrants, the Warrants may be exercised on a cashless basis in accordance with their terms. The Warrants
may also be exercised pursuant to a “zero exercise price option,” whether or not there is an effective registration statement
or prospectus available for the issuance or resale of the Class A Ordinary Shares underlying the Warrants. In such event, the number
of Class A Ordinary Shares issuable upon exercise of the Warrants shall be determined in accordance with the formula set forth therein;
provided, however, that in no event shall the aggregate number of Class A Ordinary Shares issuable upon exercise of the Warrants pursuant
to such option exceed 52,380,944 shares.
A
holder of the Warrants may not exercise any portion of such Warrants to the extent that, after giving effect to such exercise, such holder
(together with its affiliates) would beneficially own in excess of 9.99% of the number of Class A Ordinary Shares outstanding immediately
after giving effect to such exercise.
Each
Pre-Funded Warrant is immediately exercisable for one Class A Ordinary Share at an exercise price of $0.0001 per share and may be exercised
at any time until exercised in full. Subject to limited exceptions, a holder may not exercise any portion of its Pre-Funded Warrants
to the extent that the holder, together with its affiliates, would beneficially own in excess of 9.99% of the Class A Ordinary Shares
outstanding immediately after giving effect to such exercise.
The
securities were offered pursuant to a securities purchase agreement, dated October 8, 2026, between the Company and the purchasers named
therein (the “Securities Purchase Agreement”), and the Company’s registration statement on Form F-1 (File No. 333-299200),
as amended, declared effective by the Securities and Exchange Commission (the “SEC”) on October 8, 2026, and a related registration
statement on Form F-1 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (File No. 333-299359), which became
effective upon filing on October 8, 2026.
On
October 8, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Prime Number
Capital, LLC (the “Placement Agent”), pursuant to which the Placement Agent acted as sole placement agent for the offering
and would receive at the closing of the offering a cash fee equal to 5.0% of the aggregate gross proceeds raised in this offering, and
reimbursement for legal fees and other out-of-pocket fees, costs and expenses in the amount of up to $80,000.
The
offering closed on October 9, 2026. The Company received net proceeds of $4.59 million, after deducting placement agent fees and offering
expenses. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.
The
foregoing descriptions of the Securities Purchase Agreement, the Placement Agency Agreement, the Warrants and Pre-Funded Warrants do
not purport to be complete and are qualified in their entirety by copies of such documents filed as Exhibits 10.1, 10.2, 4.1 and 4.2,
respectively, to this Current Report on Form 6-K and are incorporated herein by reference.
A
copy of the Company’s press release announcing the offering is furnished as Exhibit 99.1 to this report.
This
report does 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 any such state or jurisdiction.
EXHIBIT
INDEX
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Warrant |
| 4.2 |
|
Form of Pre-Funded Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Placement Agency Agreement |
| 99.1 |
|
Press Release dated October 8, 2026 |
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:
October 9, 2026
Exhibit
99.1
DarkIris
Inc. Announces Pricing of $6 Million Public Offering
HONG
KONG, October 8, 2026 /GLOBE NEWSWIRE/ — DarkIris Inc. (Nasdaq: DKI) (the “Company” or “DarkIris”), an
innovative technology provider in the digital media and entertainment sector, today announced that it has priced a best-efforts public
offering with gross proceeds to the Company expected to be approximately $6 million, before deducting placement agent fees and other
estimated expenses payable by the Company, excluding the exercise of any warrant offered.
The
offering is comprised of 4,166,666 units (each, a “Unit”), each consisting of (i) one Class A ordinary share of the Company,
par value $0.0016 per share (the “Class A Ordinary Shares”), and (ii) one warrant to purchase one Class A Ordinary Share
or otherwise receive a greater number of Class A Ordinary Shares pursuant to the zero exercise price option described below (each, a
“Warrant”). The public offering price per Unit is $1.44, or in lieu of Units, 4,166,666 pre-funded units (each a “Pre-Funded
Unit”), each consisting of (i) one pre-funded warrant to purchase one Class A Ordinary Share (each, a “Pre-Funded Warrant”),
and (ii) one Warrant. The public offering price per Pre-funded Unit is $1.4399, which is equal to the public offering price per Unit
to be sold in the offering, minus the $0.0001 exercise price per Pre-Funded Warrant. Each of the Warrants will have an exercise price
of $2.04 per Class A Ordinary Share and will be immediately exercisable upon issuance and expire six (6) months after the issuance date.
The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded
Unit sold in the offering, the number of Units in the offering will be decreased on a one-for-one basis. The Warrants may also be exercised
on a zero cash exercise option, pursuant to which the holder may exchange each warrant for approximately 12 Class A ordinary shares that
are issuable on a cash exercise of the Warrants.
The
offering is expected to close on or about October 9, 2026, subject to the satisfaction of customary closing conditions. The Company intends
to use the net proceeds from the offering for working capital and other general corporate purposes.
Prime
Number Capital, LLC is acting as the sole placement agent for the offering.
The
Units and Pre-funded Units and underlying securities are being offered by the Company pursuant to a registration statement on Form F-1
(File No. 333-299200) initially filed by the Company with the Securities and Exchange Commission (the “SEC”) on September
30, 2026, and declared effective by SEC on October 8, 2026, and Form F-1MEF (File No. 333-299359). The offering is being made only by
means of a written preliminary prospectus and final prospectus that will form a part of the registration statement. A final prospectus
relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies
of the final prospectus relating to this offering may be obtained, when available, by contacting Prime Number Capital, LLC at 12 E 49
St, Floor 27, New York, NY 10017 or by email at info@pncps.com.
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 any such state or jurisdiction.
About
DarkIris Inc.
DarkIris
Inc. (Nasdaq: DKI) is an innovative, growth-oriented public company focused on AI-driven digital media and content production technologies.
Through advanced production capabilities, including its artificial intelligence platform, aideptus.com, the Company aims to provide
creators, studios, and developers with generative AI solutions designed to streamline creative workflows and enhance digital content
production experiences. For more information, please visit the Company’s website at www.darkiris.com.
Forward-Looking
Statements
This
press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include statements concerning plans, objectives, goals, strategies, future events or performances, and underlying assumptions
and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,”
“intend,” “should,” “believe,” “expect,” “anticipate,” “project,”
“estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results
to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject
to uncertainties and risks, including, but not limited to, the following: the Company’s ability to achieve its goals and strategies,
the Company’s future business development and plans for future business development, including its financial conditions and results
of operations, product and service demand and acceptance, reputation and brand, the impact of competition and pricing, changes in technology,
government regulations, fluctuations in general economic and business conditions, the Company’s ability to comply with Nasdaq continued
listing standards and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company
with the U.S. Securities and Exchange Commission (“SEC”). For these reasons, among others, investors are cautioned not to
place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s
filings with the SEC, as well as its current reports on Form 6-K and other filings, all of which are available for review at www.sec.gov.
The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise
after the date hereof.
For
investor and media inquiries, please contact:
DarkIris
Inc.
Investor
Relations Department
Email:
dki@darkiris.com
Ascent
Investor Relations LLC
Tina Xiao
Phone: +1 646-932-7242
Email:
investors@ascent-ir.com
