EPOW signs Reg S deal: 7,000,000 shares at $0.80 with warrants

Rhea-AI Filing Summary

Sunrise New Energy (EPOW) entered Subscription Agreements to sell securities pursuant to Regulation S. The company agreed to issue 7,000,000 Class A ordinary shares with accompanying warrants to purchase up to 3,500,000 additional shares at a combined price of $0.80 per share and one-half warrant, for an aggregate purchase price of $5,600,000.

The warrants carry a $0.80 exercise price, are exercisable immediately upon issuance, and expire one year from issuance. Purchasers represented they are non‑U.S. persons under Rule 902 of Regulation S. Closing is expected on or about November 19, 2025, and the company’s board approved the transaction.

Insights

Capital markets analyst

Reg S financing raises $5,600,000 with 1‑year warrants at $0.80.

Sunrise New Energy signed Subscription Agreements to sell 7,000,000 Class A shares with warrants to purchase up to 3,500,000 shares. The combined purchase price is $0.80 per share and one‑half warrant, implying gross proceeds of $5,600,000 to the issuer before any warrant exercises.

The warrants are immediately exercisable at $0.80 and expire one year after issuance, making additional cash inflows contingent on holder exercise within that window. Purchasers are non‑U.S. persons under Regulation S, aligning the sale with offshore offering rules.

Closing is expected on or about November 19, 2025. Actual post‑closing effects depend on completion of the sale and any subsequent warrant exercises within the one‑year term.

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 November 2025

Commission File Number: 001-40008

Sunrise New Energy Co., Ltd. 

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 November 3, 2025, Sunrise New Energy Co., Ltd., an exempted company with limited liability formed in the Cayman Islands (the “Company”), entered into subscription agreements (the “Subscription Agreements”) with three purchasers (collectively, the “Purchasers”). Pursuant to the Subscription Agreements and in reliance on Rule 902 of Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Purchasers agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to the Purchasers, an aggregate of 7,000,000 Class A ordinary shares, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”), together with warrants to purchase up to 3,500,000 Class A Ordinary Shares (the “Warrants”) at a combined purchase price of $0.80 per share and one-half of one warrant, for an aggregate purchase price of $5,600,000. The Warrants will have an exercise price of $0.80 per share, be initially exercisable immediately upon issuance, and expire one year from the date of issuance. The Purchasers represented that they were not residents of the United States and were not “U.S. persons” as defined in Rule 902(k) of Regulation S and were not acquiring the Class A Ordinary Shares or Warrants for the account or benefit of any U.S. person.

The closing of the transactions contemplated hereby is expected to take place on or about November 19, 2025 or such other date the Company and the Purchasers may agree upon in writing. The entry into the Subscription Agreements and the transaction contemplated thereby have been approved by the Company’s board of directors.

The foregoing description of the Subscription Agreements and the Warrants is qualified in its entirety by reference to the full text of the Subscription Agreements and the Warrants, forms of which are attached hereto as Exhibits 10.1 and 4.1, respectively.

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EXHIBIT INDEX

Exhibit No.		Description
4.1		Form of Warrant
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.

	Sunrise New Energy Co., Ltd.
Date: November 6, 2025	By:	/s/ Haiping Hu
	Name:	Haiping Hu
	Title:	Chief Executive Officer

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FAQ

What transaction did Sunrise New Energy (EPOW) announce?

The company agreed to sell 7,000,000 Class A ordinary shares with warrants to purchase up to 3,500,000 shares under Regulation S.

How much capital is Sunrise New Energy (EPOW) raising and at what price?

The aggregate purchase price is $5,600,000 at a combined price of $0.80 per share and one-half warrant.

What are the key warrant terms for EPOW’s financing?

Warrants have a $0.80 exercise price, are exercisable immediately upon issuance, and expire one year from the date of issuance.

Who are the purchasers in EPOW’s transaction?

The purchasers are non‑U.S. persons as defined in Rule 902 of Regulation S, and not acquiring for the account or benefit of any U.S. person.

When is the closing for Sunrise New Energy’s financing expected?

Closing is expected on or about November 19, 2025, subject to agreement between the company and the purchasers.

Was the transaction approved by Sunrise New Energy’s board?

Yes. The entry into the Subscription Agreements and the contemplated transaction were approved by the company’s board of directors.