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E-Power Inc. (NASDAQ: EPOW) inks $16M Regulation S share subscription deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

E-Power Inc. entered into a Subscription Agreement with a non-U.S. purchaser to raise equity capital. The purchaser agreed to buy 15,841,585 Class A ordinary shares at $1.01 per share, for a total purchase price of $16,000,000.85, under Regulation S.

The transaction was approved by the board of directors, and closing is expected on or about June 26, 2026, subject to the terms of the agreement.

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Insights

E-Power secures a $16M offshore equity subscription under Regulation S.

E-Power Inc. agreed to issue 15,841,585 Class A ordinary shares at $1.01 per share to a non-U.S. purchaser under Regulation S, for total proceeds of $16,000,000.85. This is a direct primary capital raise.

The transaction was approved by the board and is expected to close around June 26, 2026, indicating an imminent funding event if conditions are met. Actual impact will depend on how the new equity is integrated into the capital structure and future disclosures on use of funds.

Shares issued 15,841,585 shares Class A ordinary shares under Subscription Agreement
Share purchase price $1.01 per share Subscription price for Class A ordinary shares
Aggregate purchase price $16,000,000.85 Total consideration for subscribed shares
Regulation S reliance Rule 902 Offering made to non-U.S. purchaser
Expected closing date June 26, 2026 Anticipated closing of share subscription
Subscription Agreement financial
"entered into a subscription agreement (the “Subscription Agreement”) with a certain purchaser"
A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.
Regulation S regulatory
"in reliance on Rule 902 of Regulation S (“Regulation S”) promulgated under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Rule 902 regulatory
"in reliance on Rule 902 of Regulation S (“Regulation S”) promulgated under the Securities Act"
U.S. person regulatory
"was not a “U.S. person” as defined in Rule 902(k) of Regulation S"
A U.S. person is anyone or any entity treated as subject to U.S. rules for taxes, securities and other regulations — typically U.S. citizens, lawful permanent residents, people who live in the U.S. long-term, and companies, trusts or estates organized under U.S. law. It matters to investors because being classified as a U.S. person can determine what investments you may buy, what disclosures or reports are required, and which tax and compliance obligations apply, like a membership badge that decides which rulebook governs you.
foreign private issuer regulatory
"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.
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Learn about SEC filing dates

 

 

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 June 2026

 

Commission File Number: 001-40008

 

E-Power Inc. 

 

Room 703, West Zone, R&D Building
Zibo Science and Technology Industrial Entrepreneurship Park, No. 69 Sanying Road

Zhangdian District, Zibo City, Shandong Province

People’s Republic of China

(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 ☐ 

 

 

 

 

Entry Into a Material Definitive Agreement

 

On June 16, 2026, E-Power Inc., an exempted company with limited liability formed in the Cayman Islands (the “Company”), entered into a subscription agreement (the “Subscription Agreement”) with a certain purchaser (the “Purchaser”). Pursuant to the Subscription Agreement and in reliance on Rule 902 of Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Purchaser agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to the Purchaser, an aggregate of 15,841,585 Class A ordinary shares, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”), at a purchase price of $1.01 per share, for an aggregate purchase price of $16,000,000.85. The Purchaser represented that it was not a resident of the United States and was not a “U.S. person” as defined in Rule 902(k) of Regulation S and was not acquiring the Class A Ordinary Shares for the account or benefit of any U.S. person.

 

The closing of the transactions contemplated by the Subscription Agreement is expected to take place on or about June 26, 2026, or on such other date the Company and the Purchaser may agree upon in writing. The entry into the Subscription Agreement and the transaction contemplated thereby have been approved by the Company’s board of directors.

 

The foregoing description of the Subscription Agreement is qualified in its entirety by reference to the full text of the Subscription Agreement, a form of which is attached hereto as Exhibit 10.1.

 

1

 

EXHIBIT INDEX

 

Exhibit No.   Description
10.1   Form of Subscription Agreement

 

2

 

SIGNATURE

 

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.

 

  E-Power Inc.
     
Date: June 23, 2026 By: /s/ Haiping Hu
  Name: Haiping Hu
  Title: Chief Executive Officer

 

3

 

FAQ

What agreement did EPOW’s E-Power Inc. announce in this Form 6-K?

E-Power Inc. entered into a Subscription Agreement with a non-U.S. purchaser. The purchaser agreed to subscribe for newly issued Class A ordinary shares under Regulation S of the Securities Act, creating a primary equity capital raise for the company.

How much capital is E-Power Inc. raising in this EPOW transaction?

E-Power Inc. agreed to sell Class A ordinary shares for total proceeds of $16,000,000.85. This amount comes from issuing 15,841,585 shares at a purchase price of $1.01 per share, according to the disclosed Subscription Agreement terms.

How many EPOW Class A ordinary shares are being issued under the Subscription Agreement?

The company plans to issue 15,841,585 Class A ordinary shares in this transaction. Each share has a par value of US$0.0001 and is being sold at $1.01 per share to the non-U.S. purchaser under Regulation S.

When is the closing of E-Power Inc.’s $16 million share subscription expected?

Closing of the Subscription Agreement is expected on or about June 26, 2026. That date may change if E-Power Inc. and the purchaser mutually agree in writing to another closing date as permitted under the agreement’s terms.

Is the EPOW share subscription offered to U.S. persons?

No, the purchaser represented it is not a U.S. person and not acquiring for any U.S. person. The transaction relies on Regulation S, which permits offerings outside the United States to non-U.S. investors under specified conditions.

Did E-Power Inc.’s board approve this Subscription Agreement for EPOW?

Yes, the company states that its board of directors approved entering into the Subscription Agreement and the related transaction. Board approval formally authorizes the equity issuance under the agreed terms with the non-U.S. purchaser.

Filing Exhibits & Attachments

1 document