EZGO Technologies (NASDAQ: EZGO) details warrant-for-share exchange

Rhea-AI Filing Summary

EZGO Technologies Ltd. entered a warrant exchange with holders of 5,389,126 existing warrants, cancelling them in return for 1,246,000 ordinary shares and 10,879,534 pre-funded warrants.

Each pre-funded warrant is exercisable for one ordinary share at an exercise price of $0.04, is exercisable immediately for six months from issuance, and is subject to 4.99% or 9.99% beneficial ownership limits, with an optional alternative cashless exercise mechanism.

For 45 days, the company agreed not to combine or reverse split shares, issue, sell or register additional ordinary shares or equity-linked securities, or enter certain transfer or hedging arrangements without holder consent. The exchange securities are issued under a Section 3(a)(9) exemption from Securities Act registration.

Positive

• Cancellation of 5,389,126 existing warrants in exchange for new securities simplifies EZGO’s prior warrant overhang.
• Issuing pre-funded warrants with 4.99% or 9.99% beneficial ownership limits helps cap any single holder’s post-exercise ownership stake.

Negative

• Issuance of 1,246,000 ordinary shares and up to 10,879,534 shares upon exercise of pre-funded warrants increases potential share count and dilution for existing shareholders.
• The 45-day restrictions on new equity offerings and registrations may temporarily limit EZGO’s flexibility to raise additional capital or adjust its capital structure.

Insights

Capital markets analyst

EZGO cancels old warrants, issues new shares and pre-funded warrants with short-term issuance restrictions.

EZGO Technologies Ltd. is exchanging 5,389,126 existing warrants for 1,246,000 ordinary shares and 10,879,534 pre-funded warrants. This restructures its equity-linked obligations by removing the prior warrants and replacing them with a mix of issued shares and new instruments that are exercisable into ordinary shares at an exercise price of $0.04 per share.

The pre-funded warrants are exercisable immediately for six months from issuance, but are constrained by 4.99% or 9.99% beneficial ownership limits elected by each holder. An alternative cashless exercise allows holders to receive shares without paying cash, subject to the same ownership caps, and fractional shares are rounded up to the nearest whole share.

For a 45-day period from the exchange agreement date, EZGO agreed not to conduct share combinations, additional equity offerings, new registrations, or certain hedging and transfer transactions without holder consent. Subsequent disclosures in company filings may clarify how many pre-funded warrants are ultimately exercised and the resulting share count.

FAQ

What did EZGO (EZGO) announce in this Form 6-K?

EZGO Technologies Ltd. entered into a warrant exchange agreement with holders of 5,389,126 existing warrants, cancelling them in exchange for 1,246,000 ordinary shares and 10,879,534 pre-funded warrants.

How do the new EZGO pre-funded warrants work?

Each pre-funded warrant is exercisable immediately for six months, gives the right to purchase one ordinary share at an exercise price of $0.04, and includes a 4.99% or 9.99% beneficial ownership cap elected by each holder.

What temporary restrictions did EZGO agree to after the warrant exchange?

For 45 days from the exchange agreement date, EZGO agreed not to combine or reverse split shares, issue, sell or register additional ordinary shares or equity-linked securities, or enter certain transfer or hedging arrangements without the holders’ prior written consent, subject to specified exceptions.

Under what legal exemption are EZGO’s exchange shares and pre-funded warrants being issued?

The exchange shares and pre-funded warrants are being issued in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.

Do the new EZGO pre-funded warrants allow cashless exercise?

Yes. Holders may elect an alternative cashless exercise under which they receive the number of ordinary shares that would be issuable on a cash exercise, subject to the beneficial ownership limitation.

Will EZGO issue fractional shares when pre-funded warrants are exercised?

No. If a holder would be entitled to a fractional ordinary share upon exercise, EZGO will round up and issue the nearest whole number of ordinary shares instead.

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

Accepted by SEC EDGAR 08/28/2025 - 09:24 AM 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 August 2025

Commission file number: 001-39833

EZGO Technologies Ltd.

(Translation of registrant’s name into English)

Building #A, Floor 2, Changzhou Institute of Dalian University of Technology

Science and Education Town

Wujin District, Changzhou City

Jiangsu, China 213164

(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 August 27, 2025, EZGO Technologies Ltd. (the “Company”) entered into a warrant exchange agreement (the “Exchange Agreement”) with certain holders (the “Holders”) of 5,389,126 warrants (the “Existing Warrants”), each to purchase one ordinary share, par value $0.04 per share (the “Ordinary Shares”) issued by the Company in September 2023. Pursuant to the terms of the Exchange Agreement, the Company and the Holders agreed to retire and cancel the Existing Warrants, in exchange for an aggregate of 1,246,000 Ordinary Shares (the “Exchange Shares”) and 10,879,534 pre-funded warrants (the “Pre-Funded Warrants”), each to receive one Ordinary Share (the “Exchange”).The Company agreed to issue the Exchange Shares and the Pre-Funded Warrants within one trading day from the execution of the Exchange Agreement. The Existing Warrants were issued pursuant to a securities purchase agreement dated September 11, 2023 in a registered direct offering, being made pursuant to the Company’s “shelf” registration statement on Form F-3 (File No. 333-263315), which was declared effective by the Securities Exchange Commission (the “Commission”) on November 30, 2022, the prospectus contained therein and a prospectus supplement filed with the Commission on September 11, 2023.

The Pre-Funded Warrants were issued to the Holders, whose receipt of such securities pursuant to the Exchange would otherwise have resulted in the Holders, together with its affiliates and certain related parties, beneficially owning more than 4.99% or 9.99%, as elected by such Holders, of the outstanding share capital of the Company following the Exchange. Each Pre-Funded Warrant represents the right to purchase one Ordinary Share at an exercise price of $0.04 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time during the six month from the issuance date of the Pre-Funded Warrants (subject to the beneficial ownership limitation described above). In addition, the Holder may elect an “alternative cashless exercise” pursuant to which they would receive an aggregate number of shares equal to the number of Ordinary Shares that would be issuable upon a cash exercise of the Pre-Funded Warrant subject to the beneficial ownership limitation described above). No fractional Ordinary Shares will be issued in connection with the exercise of a Pre-Funded Warrants. If, upon exercise, a Holder is entitled to receive a fractional interest in an Ordinary Share, the Company will round up to the nearest whole number of the number of Ordinary Shares to be issued to the Holder.

Pursuant to the Exchange Agreement, the Company has also agreed that it will not, without the Holders’ prior written consent, (i) implement any share combination or reserve split of the Ordinary Shares; (ii) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, change the terms of, or grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares; (iii) file or cause to be filed any registration statement with the Commission relating to the offering of any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares; (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares, for a period of forty-five (45) days from the date of the Exchange Agreement, subject to certain exceptions.

The Exchange Shares and the Pre-Funded Warrants are being issued in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.

The foregoing description of the Pre-Funded Warrants and the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Pre-Funded Warrants and the Exchange Agreement, which are filed as Exhibit 4.1 and 10.1 to this Current Report on Form 6-K and incorporated herein by reference.

This report is incorporated by reference into the registration statements on Form S-8 (File No. 333-285024), on Form F-3 (File No. 333-272011), and on Form F-3 (File No. 333-263315) of the Company, filed with the Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit Number		Description of Document
4.1		Form of Pre-Funded Warrant.
10.1		Form of Warrant Exchange Agreement.

1

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.

	EZGO Technologies Ltd.
Date: August 28, 2025	By:	/s/  Jianhui Ye
		Name:	Jianhui Ye
		Title:	Chief Executive Officer

2