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: 001-42482
DECENT
HOLDING INC.
4th
Floor & 5th Floor North Zone, Dingxin Building
No.
106 Aokema Avenue,
Laishan
District, Yantai, Shandong Province
People’s
Republic of China 264003
(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 ☐
On
October 2, 2026, Decent Holding Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with a certain investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell, in a registered direct
offering (the “Registered Offering”), (i) 177,000 Class A ordinary shares of the Company, par value $0.0025 per share (the
“Class A Ordinary Shares”, or the “Shares”), and (ii) pre-funded warrants to purchase up to 645,828 Class A Ordinary
Shares (the “Pre-Funded Warrants”). The purchase price was $1.50 per Share and accompanying PIPE Warrant (as defined below),
or $1.4999 per Pre-Funded Warrant and accompanying PIPE Warrant. The Purchase Agreement provides for an aggregate subscription amount
of up to $1,234,242, before deducting the remaining exercise price of any Pre-Funded Warrants.
In
a concurrent private placement (the “Private Placement” and, together with the Registered Offering, the “Offering”),
and pursuant to the terms of the Purchase Agreement, the Company agreed to issue to the Purchaser unregistered warrants to purchase up
to 822,828 Class A Ordinary Shares (the “PIPE Warrants”, and together with the Pre-Funded Warrants, the “Warrants”).
The Purchaser’s PIPE Warrants cover a number of Class A Ordinary Shares equal to 100% of the Shares and the Class A Ordinary Shares
underlying the Pre-Funded Warrants purchased by such Purchaser.
The
Offering is expected to close on or about October 5, 2026. The Company received $1,234,242 in gross proceeds from the Offering, before
deducting placement agent fees and estimated offering expenses and excluding any proceeds from the exercise of the Warrants. The Company
intends to use the net proceeds from the Offering for working capital purposes.
Each Pre-Funded Warrant represents the right to
purchase one Class A Ordinary Share at a remaining exercise price of $0.0025 per share, subject to adjustment. The Pre-Funded Warrants
are exercisable immediately and expire when exercised in full. Exercise is subject to a beneficial ownership limitation of 4.99% (or,
at the election of the holder, 9.99%), as provided in the applicable warrant. As of the date of this Report, none of the Pre-Funded Warrants
have been exercised.
The
PIPE Warrants are exercisable immediately at an initial exercise price of $1.50 per share, subject to adjustment, and have a term of
one and a half years. The PIPE Warrants may be exercised on a cashless basis if there is no effective registration statement covering
the resale of the underlying Class A Ordinary Shares or the prospectus contained therein is unavailable for such resale. Exercise is
subject to the beneficial ownership limitations specified in the PIPE Warrants. The PIPE Warrants provide for adjustments for share splits,
share dividends and similar events and for a reduction of the exercise price to the applicable lower issuance price upon certain subsequent
dilutive issuances, subject to specified exceptions. They also provide certain rights upon a fundamental transaction, including, in specified
circumstances involving a change of control, the holder’s right to require the Company or a successor entity to purchase the remaining
unexercised portion of the warrant at its Black-Scholes value, on the terms set forth in the PIPE Warrants.
The
Shares, the Pre-Funded Warrants and the Class A Ordinary Shares underlying the Pre-Funded Warrants were offered pursuant to the Company’s
registration statement on Form F-3 (File No. 333-295313), as amended (the “Registration Statement”), which became effective
on May 7, 2026, and a prospectus supplement dated October 2, 2026. The PIPE Warrants and the Class A Ordinary Shares underlying the PIPE
Warrants were not registered under the Registration Statement and were offered in reliance on the exemption from registration provided
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder.
Such unregistered securities may not be offered or sold absent an effective registration statement or an applicable exemption from registration
under the Securities Act and applicable state securities laws.
The
Purchase Agreement contains customary representations, warranties, closing conditions, indemnification obligations and termination provisions.
Subject to specified exceptions, the Company also agreed to restrictions on subsequent issuances and certain registration statement filings
through the 45th calendar day following the closing, and on variable rate transactions through the 91st calendar day following the closing.
The Purchaser has a right to participate in up to 30% of certain subsequent financings through the first anniversary of the closing,
subject to the terms and exceptions in the Purchase Agreement.
Registration
Rights Agreement
In
connection with the Private Placement, the Company entered into a registration rights agreement dated October 2, 2026 (the “Registration
Rights Agreement”) with the Purchaser, pursuant to which the Company agreed to register the resale of the Class A Ordinary Shares
underlying the PIPE Warrants and other registrable securities specified therein. The Company is required to file an initial resale registration
statement on Form F-3, or another appropriate form if Form F-3 is unavailable, as soon as practicable and no later than the 45th calendar
day after the closing. The initial registration statement must cover at least 100% of the maximum number of warrant shares required to
be registered under the Registration Rights Agreement, without regard to exercise limitations and subject to the adjustments and SEC
cutback provisions specified therein.
The
Company agreed to use its best efforts to obtain effectiveness of the initial resale registration statement as soon as practicable and
no later than the earlier of (i) the 60th calendar day after the closing, or the 90th calendar day if the registration statement is subject
to a full SEC review, and (ii) the second business day after the Company is notified by the SEC that the registration statement will
not be reviewed or will not be subject to further review. Subject to allowable grace periods, the Company is required to maintain effectiveness
until the earlier of the sale of all covered registrable securities or the date all such securities may be sold under Rule 144 without
restriction and without the need for current public information.
The
Registration Rights Agreement provides for cash registration delay payments upon specified filing, effectiveness, maintenance or current
public information failures. Subject to the conditions and exceptions therein, these payments equal 1.5% of the applicable investor’s
original purchase price on the date of the failure and on each 30-day anniversary thereafter until the failure is cured or the applicable
obligation otherwise ends, prorated for shorter periods. Overdue registration delay payments bear interest at 1.5% per month. The Company
also agreed to bear specified registration expenses and provide customary indemnification.
Placement
Agency Agreement
On
October 2, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with FT Global
Capital, Inc. (“FT Global” or the “Placement Agent”), pursuant to which FT Global acted as the Company’s
exclusive North America placement agent on a reasonable best efforts basis in connection with the Offering. The Company agreed to pay
the Placement Agent a cash fee equal to 7.5% of the aggregate gross proceeds received from the sale of the securities. The Company also
agreed to reimburse FT Global for travel and due diligence expenses up to $30,000 and its counsel’s actual legal fees up to $50,000.
Subject to the terms of the Placement Agency Agreement, FT Global also has certain rights to fees on financings involving identified
North America investors during a 12-month tail period and a three-month right of first refusal for certain future financings, excluding
offerings conducted in Asia.
The
foregoing summaries of the Pre-Funded Warrants, PIPE Warrants, Placement Agency Agreement, Purchase Agreement and Registration Rights
Agreement do not purport to be complete and are qualified in their entirety by reference to the applicable documents filed as Exhibits
4.1, 4.2, 10.1, 10.2 and 10.3, respectively, to this Report and incorporated by reference herein.
The
legal opinion of Maples and Calder (Hong Kong) LLP regarding the validity of the Class A Ordinary Shares offered in the Registered Offering,
and the legal opinion of Ortoli Rosenstadt LLP regarding the validity of the Pre-Funded Warrants, are filed as Exhibits 5.1 and 5.2,
respectively, to this Report. The consent of Maples and Calder (Hong Kong) LLP is included in Exhibit 5.1.
On
October 2 and October 5, 2026, respectively, the Company issued press releases announcing the pricing and closing of the Offering, copies
of which are furnished as Exhibit 99.1 and Exhibit 99.2 hereto.
This
Report, including the exhibits hereto, is incorporated by reference into the Company’s registration statement on Form F-3 (File
No. 333-295313) and the related prospectus supplement, to 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.
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, including statements regarding the intended use of proceeds and the registration of the
resale of warrant shares. All statements other than statements of historical fact are forward-looking statements. These statements are
based on the Company’s current beliefs, expectations and assumptions and are subject to risks and uncertainties that could cause
actual results to differ materially, including the risks described in the Company’s annual report on Form 20-F for the year ended
October 31, 2025, filed with the SEC on March 2, 2026, and its other filings with the SEC. The Company undertakes no obligation to publicly
update any forward-looking statement, except as required by law.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Unregistered Ordinary Share Purchase Warrant |
| 5.1 |
|
Opinion of Maples and Calder (Hong Kong) LLP, regarding the validity of the Class A Ordinary Shares being registered |
| 5.2 |
|
Opinion of Ortoli Rosenstadt LLP, regarding the validity of the Pre-Funded Warrants being registered |
| 10.1 |
|
Form of Placement Agency Agreement, between the Company and FT Global Capital, Inc. |
| 10.2 |
|
Form of Securities Purchase Agreement |
| 10.3 |
|
Form of Registration Rights Agreement |
| 99.1 |
|
Press Release on Pricing of the Company’s Registered Direct Offering, dated October 2, 2026 |
| 99.2 |
|
Press Release on Closing of the Company’s Registered Direct Offering, dated October 5, 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.
| |
DECENT
HOLDING INC. |
| |
|
|
| Date: October 6, 2026 |
By: |
/s/
Haicheng Xu |
| |
Name:
|
Haicheng
Xu |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Decent
Holding Inc. Announces Pricing of $1.23 Million Follow-on Offering
YANTAI,
China, Oct. 02, 2026 (GLOBE NEWSWIRE) -- Decent Holding Inc. (NASDAQ: DXST) (the “Company”), a
technology-driven provider of wastewater treatment and community-based senior health and elderly care services in China today announced
that it has entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor
for the sale of (i) in a registered direct offering, 822,828 Class A ordinary shares, par value of $0.0025 per share, of the Company (the
“Class A Ordinary Shares”) or, in lieu thereof, pre-funded warrants, at a purchase price of $1.50 per share; and (ii) in a
concurrent private placement, unregistered warrants (the “Unregistered Warrants”) to purchase up to 822,828 Class A Ordinary
Shares, with an exercise price of $1.50 per share (together, the “Securities”).
The gross
proceeds from the offering of the Class A Ordinary Shares (or pre-funded warrants in lieu thereof) are expected to be approximately $1.23
million, before deducting placement agent fees and other offering expenses.
The offering
is expected to close on or about October 5, 2026, subject to the satisfaction of customary closing conditions.
The Company
expects to use the net proceeds from this offering for working capital and general corporate purposes.
FT Global
Capital, Inc. is acting as the exclusive placement agent for the offering.
The
offering of the Class A Ordinary Shares (or pre-funded warrants in lieu thereof) is being made pursuant to the Company’s “shelf”
registration statement on Form F-3 (File No. 333-295313),
which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 24, 2026, and declared effective on
May 7, 2026. A prospectus supplement and the accompanying prospectus relating to the Class A Ordinary Shares (or pre-funded warrants in
lieu thereof) will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.
The Unregistered
Warrants were issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and Regulation D promulgated thereunder and, along with the Class A ordinary shares underlying the warrants, have not been
registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying Class A ordinary shares
may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such applicable state securities laws.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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 registration or
qualification under the securities laws of any such state or jurisdiction.
About
Decent Holding Inc.
Decent
Holding Inc. (NASDAQ: DXST) specializes in the provision of wastewater treatment by cleansing industrial wastewater, ecological river
restoration and river ecosystem management by enhancing water quality, as well as microbial products primarily used for pollutant removal
and water quality enhancement, through the Company’s operating subsidiary, Shandong Dingxin Ecology Environmental Co., Ltd. In addition,
through its operating subsidiary Suncare (Shanghai) Health Technology Co., Ltd., the Company operates an AI-powered, community-based senior
health and elderly care platform serving China’s aging population. For more information, please visit the Company’s website.
Forward-Looking
Statements
This
press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals,
strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical
facts. When the Company uses words such as “may, “will, “intend,” “plan,” “should,” “could,”
“believe,” “expect,” “anticipate,” “project,” “estimate,” “potential”,
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 known and unknown 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 uncertainties related to market conditions and other factors discussed in the “Risk
Factors” section of the registration statement filed with the 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, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly update or revise
any forward-looking statements to reflect subsequent events or circumstances, except as required by applicable law.
Investor Relations Contact:
WFS Investor
Relations Inc.
Connie Kang, Partner
Email: ckang@wfsir.com
Tel: +86 1381 185 7742
Exhibit
99.2
Decent
Holding Inc. Announces Closing of $1.23 Million Follow-on Offering
YANTAI,
China, Oct. 05, 2026 (GLOBE NEWSWIRE) -- Decent Holding Inc. (NASDAQ: DXST) (the “Company”),
a technology-driven provider of wastewater treatment and community-based senior health and elderly care
services in China, today
announced the closing of its previously announced follow-on offering to an institutional investor for the sale of (i) in a registered
direct offering, 822,828 Class A ordinary shares, par value of $0.0025 per share, of the Company (the “Class A Ordinary Shares”)
or, in lieu thereof, pre-funded warrants, at a purchase price of $1.50 per share; and (ii) in a concurrent private placement, unregistered
warrants (the “Unregistered Warrants”) to purchase up to 822,828 Class A Ordinary Shares, with an exercise price of $1.50
per share (together, the “Securities”). The offering closed on October 05, 2026.
The gross proceeds from
this offering were approximately $1.23 million, before deducting placement agent fees and other offering expenses.
The
Company intends to use the net proceeds from the offering for working capital and general corporate purposes.
FT Global
Capital, Inc. acted as the exclusive placement agent for the offering.
The Class A Ordinary
Shares (or pre-funded warrants in lieu thereof) were offered by means of and pursuant to the Company’s “shelf” registration
statement on Form F-3 (File No. 333-295313), filed with the U.S. Securities and Exchange Commission (the “SEC”) on April
24, 2026, and declared effective on May 7, 2026. A prospectus supplement and the accompanying prospectus relating to the Class A Ordinary
Shares (or pre-funded warrants in lieu thereof) has been filed with the SEC and is available on the SEC’s website at www.sec.gov.
The
Unregistered Warrants were issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”), and Regulation D promulgated thereunder and, along with the Class A ordinary shares underlying the warrants,
have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying Class
A ordinary shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act and such applicable state securities laws.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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 registration or
qualification under the securities laws of any such state or jurisdiction.
About
Decent Holding Inc.
Decent
Holding Inc. (NASDAQ: DXST) specializes in the provision of wastewater treatment by cleansing industrial wastewater, ecological river
restoration and river ecosystem management by enhancing water quality, as well as microbial products primarily used for pollutant removal
and water quality enhancement, through the Company's operating subsidiary, Shandong Dingxin Ecology Environmental Co., Ltd. In addition,
through its operating subsidiary Suncare (Shanghai) Health Technology Co., Ltd., the Company operates an AI-powered, community-based
senior health and elderly care platform serving China's aging population. For more information, please visit the Company’s website.
Forward-Looking
Statements
This
press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals,
strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical
facts. When the Company uses words such as “may, “will, “intend,” “plan,” “should,” “could,”
“believe,” “expect,” “anticipate,” “project,” “estimate,” “potential”,
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 known and unknown 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 uncertainties related to market conditions and other factors discussed in the “Risk
Factors” section of the registration statement filed with the 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, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly update or revise
any forward-looking statements to reflect subsequent events or circumstances, except as required by applicable law.
Investor Relations Contact:
WFS Investor
Relations Inc.
Connie Kang, Partner
Email: ckang@wfsir.com
Tel: +86 1381 185 7742
