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 2025
Commission File Number: 001-41752
Earlyworks Co., Ltd.
5-7-11, Ueno, Taito-ku
Tokyo, Japan 110-0005
(Address of principal executive office)
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 ☐
Entry into Investment Agreement
On August 27, 2025, Earlyworks Co., Ltd. (the
“Company”), entered into an Investment Agreement (the “Investment Agreement”) with a non-U.S. investor (the “Purchaser”),
pursuant to which the Company agreed to issue and sell in a private placement offering (the “Private Placement”) an aggregate
of 175,952 ordinary shares (the “Shares”), at a purchase price per share of JPY84 (US$0.57), for gross proceeds of JPY 14,779,968
(US$100,000), of which proceeds will be used for working capital and other general corporate purposes. The Private Placement closed on
September 16, 2025.
The Shares have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”) and were offered pursuant to the exemption provided in Regulation
S under the Securities Act.
The foregoing description of the Investment Agreement
is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.1 hereto.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
English Translation of the Investment Agreement |
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.
| |
Earlyworks Co., Ltd. |
| |
|
| Date: September 22, 2025 |
By: |
/s/ Satoshi Kobayashi |
| |
Name: |
Satoshi Kobayashi |
| |
Title: |
Chief Executive Officer and
Representative Director
(Principal Executive Officer) |
