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 2026
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 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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On August 5, 2026, EZGO Technologies Ltd., a British
Virgin Islands company (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”)
with certain non-U.S. investors (the “Purchasers”) in connection with a private investment in public equity transaction (the
“PIPE”).
Pursuant to the Securities Purchase Agreement,
the Company agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from the Company, an aggregate of 3,000,000
ordinary shares of the Company (of no par value) (the “Shares”) at a purchase price of US$0.50 per share, for aggregate gross
proceeds of US$1.5 million.
The Securities Purchase Agreement contains customary
representations, warranties and covenants of the Company and the Purchasers, including representations relating to organization, authorization,
and compliance with applicable laws, as well as customary closing conditions.
The Shares issued in the PIPE are subject to customary
transfer restrictions and were offered and sold in reliance on an exemption from registration under Regulation S promulgated under the
Securities Act of 1933, as amended. The securities have not been registered under the Securities Act or applicable state securities laws
and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The Company intends to use the net proceeds from
the PIPE for general corporate purposes.
On August 19, 2026, the Company issued the Shares
and the PIPE is closed.
The foregoing description of the Securities Purchase
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement,
a copy of which is filed as exhibit 10.1 to this Report and incorporated herein by reference.
Forward-Looking Statements:
This Current Report contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal
securities laws. All statements other than statements of historical facts included in this Current Report are forward-looking statements.
Forward-looking statements include, but are not limited to, express or implied statements regarding expectations, hopes, beliefs, intentions
or strategies of the Company regarding the future including, without limitation, express or implied statements regarding: the expected
completion of the Private Placement, the potential full exercise of the Purchaser Warrants and the additional proceeds therefrom. Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current
beliefs, expectations and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events
and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control.
You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as
“may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,”
“believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes”
or the negative of these or similar terms. Forward-looking statements are based on current expectations and assumptions that, while considered
reasonable are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks
and uncertainties. The Company’s actual results may differ materially from those indicated in the forward-looking statements. Therefore,
you should not rely on any of these forward-looking statements. Important factors that could cause our actual results to differ materially
from those indicated in the forward-looking statements include the risks and uncertainties described in the Company’s annual report
on Form 20-F for the fiscal year ended September 30, 2025, filed with the U.S. Securities and Exchange Commission (the “Commission”)
on December 29, 2025, and the Company’s other filings with the Commission. Except as required by law, the Company undertakes no
obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a
result of new information, future developments or otherwise.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase 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.
| |
EZGO Technologies Ltd. |
| |
|
|
| Date: August 20, 2026 |
By: |
/s/ Jianhui Ye |
| |
Name: |
Jianhui Ye |
| |
Title: |
Chief Executive Officer |
