EPWK (EPWK) completes $8M unit financing with short-term warrant package

Rhea-AI Filing Summary

EPWK Holdings Ltd. completed a best efforts public offering of 24,242,425 units for aggregate gross proceeds of $8 million. Each unit was priced at $0.33 and consists of one Class A ordinary share, or a pre-funded warrant in lieu of a share, plus one warrant to purchase one Class A ordinary share.

The warrants have an exercise price of $0.3465 per share, are exercisable immediately, and expire six months after issuance, with cashless exercise features and a “zero exercise price option” that may result in up to 100,000,000 Class A ordinary shares in aggregate under all warrants. Pre-funded warrants are immediately exercisable at an effective price of $0.0001 per share, subject to a 4.99% (or up to 9.99%) beneficial ownership cap.

EPWK agreed to pay the placement agent a 7% cash fee and a 1% non-accountable expense allowance on the gross proceeds, plus up to $120,000 in additional expenses. Directors, executive officers, and 5% beneficial owners entered into 90-day lock-up agreements. The company plans to use net proceeds for research development, business expansion, working capital, and other general corporate purposes.

Insights

Capital markets analyst

EPWK raises $8M via short-dated unit offering with significant warrant features.

EPWK completed a best efforts unit offering raising $8 million before fees by selling 24,242,425 units at $0.33 each. Every unit bundles equity (or a pre-funded warrant) with a six-month warrant at $0.3465, creating immediate funding alongside potential future share issuances.

The structure includes cashless exercise and a “zero exercise price option,” under which up to 100,000,000 Class A ordinary shares may be issuable in aggregate under all warrants. Pre-funded warrants are deeply in-the-money, with a de minimis $0.0001 per-share exercise price, but subject to 4.99% or 9.99% beneficial ownership limits, which may stagger conversions.

Economically, EPWK pays the placement agent a 7% cash fee and 1% non-accountable expense allowance on gross proceeds, plus up to $120,000 in additional costs. Ninety-day lock-ups for insiders and 5% holders constrain near-term secondary selling. Proceeds are earmarked for research development, business expansion, and general corporate purposes.

Form 6-K: How Foreign Companies Report to the SEC →

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 2025

Commission File Number: 001-42501

EPWK HOLDINGS LTD.

(Translation of registrant’s name into English)

Building #2, District A, No. 359 Chengyi Road

The third phase of Xiamen Software Park

Xiamen City, Fujian Province

The People’s Republic of China, 361021

(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 ☐

Pricing and Closing of $8 Million Best Efforts Offering

On October 7, 2025, EPWK Holdings Ltd. (the “Company”) priced a best efforts public offering for the sale of units as described below for aggregate gross proceeds to the Company of $8 million, before deducting placement agent fees and other estimated expenses payable by the Company, excluding the exercise of any warrant offered. The offering was comprised of 24,242,425 units (each a “Unit”), consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), or in lieu thereof, a pre-funded warrant (each a “Pre-Funded Warrant”), and one warrant to purchase one Class A Ordinary Share (each a “Warrant”). The public offering price of the Units was $0.33 per Unit.

Each of the Warrants will have an exercise price of $0.3465 per Class A Ordinary Share and be exercisable beginning on the date of the issuance date and ending on the six-month anniversary of the issuance date. The Warrants include provisions for cashless exercise if, at the time of exercise, there is no effective registration statement for the issuance of the underlying Class A Ordinary Shares. The maximum number of Class A Ordinary Shares issuable upon cashless exercise is 24,242,425 for the Warrants. Additionally, holders of Warrants may effect a “zero exercise price option,” under which up to 100,000,000 Class A Ordinary Shares may be issuable in aggregate under all Warrants.

Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the number of Class A Ordinary Shares outstanding immediately after giving effect to such exercise. Each Pre-Funded Warrant will be exercisable for one Class A Ordinary Share. The purchase price of each Pre-Funded Warrant will be equal to the price per share minus $0.0001, and the remaining exercise price of each Pre-Funded Warrant will equal $0.0001 per share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership limitation) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell (without regard to any limitation on exercise set forth therein), the number of Class A Ordinary Shares we are offering will be decreased on a one-for-one basis.

The securities in the offering are being offered pursuant to a securities purchase agreement with certain investors (the “Securities Purchase Agreement”) and the Company’s registration statement on Form F-1 (File No. 333-290300), as amended, which was initially filed with the Securities and Exchange Commission (the “SEC”) on September 16, 2025 and declared effective by the SEC on September 30, 2025.

On October 7, 2025, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Univest Securities, 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 7% of the gross proceeds in the offering, a non-accountable expenses allowance of 1% of the gross proceeds of the offering and reimbursement for legal fees and other out-of-pocket fees, costs and expenses in the amount of up to $120,000.

Pursuant to the Securities Purchase Agreement and the Placement Agency Agreement, the Company, its directors, executive officers, and beneficial owners of 5% or more of our outstanding Class A Ordinary Shares entered into lock-up agreements. Under these agreements, these parties have agreed, subject to specified exceptions, not to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of any Class A Ordinary Shares or Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”) or securities convertible into, or exchangeable or exercisable for, our Class A Ordinary Shares or Class B Ordinary Shares for 90 days from the closing date of the offering without the prior consent of the Placement Agent.

On October 7, 2025, the Company issued a press release announcing the pricing of the offering.

The offering was closed on October 8, 2025. The Company intends to use the net proceeds from the offering for research development, business expansion, general working capital purposes and other general corporate purposes.

Copies of (i) form of the Pre-Funded Warrants, (ii) form of the Warrants, (iii) form of the Securities Purchase Agreement, (iv) the Placement Agency Agreement, and (v) the press release dated October 7, 2025, are attached hereto as Exhibits 4.1, 4.2, 10.1, 10.2 and 99.1, respectively, and are incorporated by reference herein. The foregoing summaries of the terms of each agreement mentioned above are subject to, and qualified in their entirety by, such documents.

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.

1

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant
4.2		Form of Warrant
10.1		Form of Securities Purchase Agreement, dated October 7, 2025
10.2		Placement Agency Agreement, dated October 7, 2025
99.1		Press Release, dated October 7, 2025

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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.

	EPWK Holdings Ltd.
Date: October 8, 2025	By:	/s/ Guohua Huang
	Name:	Guohua Huang
	Title:	Chief Executive Officer, Director, and Chairman of the Board of Directors

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FAQ

What did EPWK (EPWK) announce in its October 2025 6-K filing?

EPWK announced completion of a best efforts public offering, raising $8 million in gross proceeds through 24,242,425 units priced at $0.33 each. Each unit includes one Class A ordinary share, or a pre-funded warrant instead, plus a warrant to buy one additional Class A ordinary share.

How are the units and warrants structured in EPWK (EPWK)’s $8 million offering?

Each unit consists of one Class A ordinary share, or a pre-funded warrant in its place, and one warrant. The warrants carry a $0.3465 exercise price, are exercisable immediately, expire six months after issuance, and allow cashless exercise and a zero exercise price option within stated share limits.

What is the potential share issuance from EPWK (EPWK)’s warrants and pre-funded warrants?

The warrants permit issuance of up to 24,242,425 Class A ordinary shares on cashless exercise, plus up to 100,000,000 Class A ordinary shares in aggregate under the zero exercise price option. Each pre-funded warrant is exercisable for one Class A ordinary share at an exercise price of $0.0001 per share.

What fees will EPWK (EPWK) pay to the placement agent in this offering?

EPWK agreed to pay the placement agent a cash fee equal to 7% of gross proceeds and a 1% non-accountable expense allowance. It will also reimburse legal and other out-of-pocket costs up to $120,000, reducing the net proceeds available for corporate purposes.

What lock-up restrictions are tied to EPWK (EPWK)’s October 2025 financing?

EPWK, its directors, executive officers, and holders of at least 5% of Class A ordinary shares agreed to 90-day lock-ups from the closing date. During this period, they generally cannot sell or dispose of Class A or Class B ordinary shares without the placement agent’s consent.

How does EPWK (EPWK) plan to use the net proceeds from the unit offering?

EPWK plans to use net proceeds for research development, business expansion, and general working capital needs. Funds may also support other general corporate purposes, giving the company additional flexibility for operations and growth initiatives following completion of the offering.

What ownership limits apply to EPWK (EPWK)’s pre-funded warrants?

Holders of pre-funded warrants generally cannot exercise if it would push their beneficial ownership above 4.99% of outstanding Class A ordinary shares. At the holder’s election, this cap may be increased to up to 9.99%, limiting concentration from warrant exercises.