SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of November 2026
Commission
File Number 001-38490
HIGHWAY
HOLDINGS LIMITED
(Translation
of Registrant’s Name Into English)
Suite
1801, Level 18
Landmark
North
39
Lung Sum Avenue
Sheung
Shui
New
Territories, Hong Kong
(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 Material Definitive Agreement
On
November 4, 2026 (the “Closing Date”), Highway Holdings Limited, a British Virgin Islands business company (the “Company”),
entered into a Securities Purchase Agreement (the “Purchase Agreement”) with David Lazar (the “Purchaser”). Under
the Purchase Agreement, the Company issued and sold to the Purchaser 1,750,000 Series AA Preferred Shares (the “Series AA Preferred
Shares”) and 1,750,000 Series AAA Preferred Shares (the “Series AAA Preferred Shares” and, together with the Series
AA Preferred Shares, the “Preferred Shares”), each at a purchase price of $2.00 per share, for aggregate cash consideration
of $7,000,000 (the “Strategic Investment”). The Purchase Agreement was signed and the Strategic Investment was completed
simultaneously on the Closing Date (the “Closing”).
Each
series of Preferred Shares has an original issue price of $2.00 per share and a 1.0x non-participating liquidation preference equal to
its original issue price. The Preferred Shares are perpetual, non-puttable preferred equity, with no stated maturity, mandatory redemption,
holder put right or mandatory cash dividend. If the Company declares a dividend or other distribution on its common shares, other than
a dividend payable solely in common shares, holders of the Preferred Shares are entitled to participate on an as-converted basis, other
than in the Legacy Holder Dividend and the Spin-Off (each as defined below).
The
Series AA Preferred Shares become convertible on the earlier of (i) 90 days after Closing and (ii) the date of receipt of the shareholder
approval required under the Purchase Agreement (“Shareholder Approval”), and are convertible into an aggregate of 924,872
common shares representing approximately 19.99% of the total common shares outstanding prior to the Strategic Investment. The Series
AAA Preferred Shares are issued and fully paid at Closing but are not convertible unless and until Shareholder Approval is obtained and
effective. Following receipt of Shareholder Approval, the Preferred Shares, collectively, will represent approximately 95% of the Company’s
fully diluted common shares on an as-converted basis, resulting in a change of control of the Company. The Company has agreed to use
commercially reasonable efforts to hold a special meeting of shareholders (the “Special Meeting”) within 90 days after the
Closing Date to obtain Shareholder Approval, and directors and officers holding approximately 24.9% of the outstanding common shares
have agreed to vote in favor of Shareholder Approval.
The
foregoing description of the Purchase Agreement and the Preferred Shares does not purport to be complete and is qualified in its entirety
by reference to the full text of the Purchase Agreement and the Company’s Amended and Restated Memorandum and Articles of Association,
which are furnished as Exhibits 10.1 and 3.1, respectively, to this Report on Form 6-K and incorporated herein by reference.
The
representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties thereto,
as of specific dates, and may be subject to limitations and qualifications agreed upon by the parties, including information in confidential
disclosure schedules. Accordingly, the Purchase Agreement is furnished as an exhibit to this Report on Form 6-K to provide investors
with information regarding its terms and not to provide any other factual information regarding the Company or the Purchaser. Investors
should read the Purchase Agreement together with the other information that the Company files with or furnishes to the Securities and
Exchange Commission.
Reorganization,
Spin-Off and Legacy Holder Dividend
In
connection with the Strategic Investment, the Company intends to transfer the majority of the Company’s legacy manufacturing business
assets and liabilities (the “Legacy Business”), including its operating subsidiaries and related assets, liabilities and
employees, to a newly formed wholly owned British Virgin Islands subsidiary (“NewCo”), together with the portion of the cash
from the Strategic Investment allocated to the Legacy Business pursuant to the Purchase Agreement (the “Reorganization”).
The Company then intends to distribute all of the shares of NewCo, pro rata, to the holders of common shares (excluding the Purchaser,
his affiliates and holders of common shares converted from the Preferred Shares) as of a record date to be fixed by a special committee
(the “Special Committee”) of its independent directors (the “Spin-Off”). The Company expects to complete the
Spin-Off within 365 days after the Closing.
Promptly
following the Closing, the Special Committee will declare a cash dividend of $2,000,000 (the “Legacy Holder Dividend”) in
the aggregate, payable pro rata to the holders of common shares as of a record date to be fixed by the Special Committee (excluding the
Purchaser, his affiliates and holders of common shares converted from the Preferred Shares).
Changes in Directors and Officers
Effective
as of the Closing, the Company’s board of directors (the “Board”) increased its size from six to eight directors and
appointed Mr. Lazar and Avraham Ben-Tzvi (the “Purchaser Nominee”) as directors. Effective immediately following the Closing,
the Board appointed Mr. Lazar as Chief Executive Officer of the Company. Under the Purchase Agreement, the Purchaser may recommend up
to five additional individuals (together with Mr. Ben-Tzvi, the “Purchaser Nominees”) for election to the Board at the Special
Meeting.
Mr.
Lazar has served as the CEO and Chairman of Aterian Inc. (NASDAQ: ATER) since July 2026 and CEO of Quantum Cyber N.V. (formerly Mainz
Biomed N.V.) (Nasdaq: QUCY) since February 2026. He served as CEO and Chairman of Sow Good, Inc. (NASDAQ: SOWG) from January to May 2026.
Mr. Lazar previously served as the CEO and Chairman of Indaptus Therapeutics, Inc. (Nasdaq: INDP) from December 2025 to April 2026 and
he continues to serve on its board of directors. Previously Mr. Lazar served as the CEO and Chairman of Kala Bio Inc. (NASDAQ: KALA)
from December 2025 to February 2026. Mr. Lazar previously served as CEO and Chairman of StableCoin Development Corp., Inc. (NASDAQ: SDEV)
(formerly NovaBay Pharmaceuticals, Inc.) from August to November 2025. Prior to that, Mr. Lazar served as a director on the board of
directors of FiEE, Inc. (NASDAQ: FIEE) (formerly Minim, Inc.) where he also served as CEO and CFO from December 2023 to February 2025.
Mr. Lazar served as President and a director of LQR House Inc. (NASDAQ: YHC) from October 2024 to April 2025. Mr. Lazar served as interim
CEO and principal financial officer of Bio Green Med Solution Inc. (NASDAQ: BGMS) (formerly Cyclacel Pharmaceuticals, Inc.) from January
2, 2025 through February 26, 2025. Mr. Lazar served as CEO and Chairman of CapForce Inc. (OTCQB: CFOR) (formerly OpGen, Inc.) from March
2024 to August 2024. Mr. Lazar served as the CEO of Black Titan Corporation (NASDAQ: BTTC) (formerly Titan Pharmaceuticals, Inc.) from
August 2022 to April 2024, where he also served as a Director and board Chairman from August 2022 until October 2023. From March 2018
to April 2022, he served as CEO of Activist Investing.
Avraham
Ben-Tzvi is the founder of ABZ Law Office, a boutique Israeli law firm specializing in corporate and securities laws, commercial
law & contracts, and various civil law matters, as well as providing outsourced general counsel services for publicly traded as well
as private companies and corporations, which he established in January 2017. Mr. Ben-Tzvi served as chief legal officer and general counsel
of Purple Biotech Ltd. (formerly Kitov Pharma Ltd.) (Nasdaq/TASE: PPBT), a clinical-stage company advancing first-in-class therapies
to overcome tumor immune evasion and drug resistance, from November 2015 until April 2020. Prior to that, Mr. Ben-Tzvi served as general
counsel and company secretary at Medigus Ltd. (Nasdaq/TASE: MDGS), a minimally invasive endosurgical tools medical device and miniaturized
imaging equipment company, from April 2014 until November 2015. Prior to that he served as an attorney at one of Israel’s leading
international law firms where, amongst other corporate and commercial work, he advised companies and underwriters on various offerings
by Israeli companies listing in the US and on various SEC related filings. Prior to becoming a lawyer, Mr. Ben-Tzvi worked in several
business development, corporate finance and banking roles at companies in the financial services, lithium battery manufacturing and software
development industries. Mr. Ben-Tzvi has been serving as a member of the board of directors of Black Titan Corporation (Nasdaq: BTTC),
a distributor of human capital management software solutions in Southeast Asia, since October 1, 2025, following the completion of a
merger with Titan Pharmaceuticals Inc. where he served as a director between August 2022 and the completion of the merger with Black
Titan Corporation on October 1, 2025. Mr. Ben-Tzvi had been a member of the board of directors of Indaptus Therapeutics, Inc. (Nasdaq:
INDP) from December 22, 2025 to June 5, 2026 and a member of the board of directors of Aterian, Inc. from July 2026 to September 23,
2026. Between January 5, 2025 and April 2, 2025, Mr. Ben-Tzvi served as a member of the board of directors of Cyclacel Pharmaceuticals
Inc. (Nasdaq: CYCC) a pharmaceuticals development company. Between October 15, 2024 and December 19, 2024, Mr. Ben-Tzvi served as a member
of the board of directors of LQR House, Inc. (Nasdaq: YHC), a company in the wine and spirits e-commerce sector. Between March 25, 2024
and August 2, 2024, Mr. Ben-Tzvi served as a member of the board of directors of OpGen, Inc. (Nasdaq: OPGN), a precision medicine company.
Between December 2023 and February 2025, Mr. Ben-Tzvi served as a member of the board of directors of Minim, Inc. (Nasdaq: MINM), a company
which delivered smart software-driven communications products under the globally recognized Motorola brand and Minim® trademark.
Mr. Ben-Tzvi holds a B.A., magna cum laude, in Economics from Yeshiva University in New York and an L.L.B., magna cum laude from Sha’arei
Mishpat College of Law in Hod HaSharon, Israel. Mr. Ben-Tzvi is a licensed attorney and member of the Israel Bar Association and is also
licensed as a Notary by the Israeli Ministry of Justice. The Company believes that Mr. Ben-Tzvi’s profession as a lawyer in Israel
and his experience of working with companies having American and Israeli presence qualify him to serve as a member of the Board.
Other
than the Purchase Agreement, there is no arrangement or understanding between Mr. Lazar or Mr. Ben-Tzvi and any other person under which
either was selected as a director or officer. Neither has any family relationship with any director or executive officer of the Company.
Effective
as of the Closing, Roland W. Kohl resigned as Chief Executive Officer, Alan Chan resigned as Chief Financial Officer, and Ringo Tsang
resigned as Chief Operational Officer. Each officer has agreed to continue providing services to support the Legacy Business, the Reorganization
and the Spin-Off until the Spin-Off is completed. Until the Spin-Off is completed, the Legacy Business will continue to be managed in
the ordinary course by its existing management, subject to the oversight of Mr. Kohl. In connection with their resignations and transition
services, the Company paid Messrs. Kohl, Chan and Tsang lump-sum compensation of $1,951,989 in the aggregate, funded from the proceeds
of the Strategic Investment, and each delivered a general release.
As
required by the Purchase Agreement, Roland W. Kohl, Annie Hoi Ling Leung, Brian Chong Tat Chu and Doron Aharonov delivered letters resigning
as directors. Each resignation will take effect immediately after Shareholder Approval has been obtained. Each director has confirmed
that his or her resignation is not the result of any disagreement with the Company on any matter relating to its operations, policies
or practices. Heiko Sonnekalb and Irene Ping Yim Wong, the members of the Special Committee, will remain directors for as long as necessary
for the Special Committee to carry out its functions.
Unregistered
Sale of Equity Securities
The
Preferred Shares were offered and sold to the Purchaser, who is not a “U.S. person,” in an offshore transaction in reliance
on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Preferred Shares have not been registered
under the Securities Act or any state securities laws. They may not be offered or sold in the United States, or to or for the account
or benefit of U.S. persons, absent registration or an applicable exemption from registration.
Press
Release
On
November 5, 2026, the Company issued a press release announcing the Closing, the Strategic Investment, and the planned Spin-Off. A copy
of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
Statements
in this Report on Form 6-K that are not historical facts are forward-looking statements and are subject to the risks and uncertainties
described under “Forward-Looking Statements” in the press release furnished as Exhibit 99.1, which description is incorporated
herein by reference.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of Highway Holdings Limited, as filed with the Registrar of Corporate Affairs of the British Virgin Islands on November 4, 2026 |
| 10.1 |
|
Securities Purchase Agreement, dated as of November 4, 2026, between Highway Holdings Limited and David Lazar* |
| 99.1 |
|
Press Release of Highway Holdings Limited, dated November 5, 2026 |
| * |
Certain schedules and exhibits have been omitted; the Company
will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. |
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.
| |
HIGHWAY HOLDINGS LIMITED |
| |
|
|
| Date: November 6, 2026 |
By |
/s/
DAVID LAZAR |
| |
|
David Lazar |
| |
|
Chief Executive Officer |
Exhibit 99.1
Highway Holdings Limited Announces Closing of $7.0 Million Strategic
Investment by David Lazar and Planned Spin-Off of Its Legacy Business to Existing Shareholders
Existing shareholders to receive the Company’s legacy manufacturing
business through a pro rata spin-off and a $2.0 million cash dividend
HONG KONG, Hong Kong, November 5, 2026 – Highway Holdings
Limited (Nasdaq: HIHO) (“Highway Holdings” or the “Company”) today announced that it has entered into and closed
a securities purchase agreement (the “Purchase Agreement”) with David Lazar providing for a $7.0 million strategic investment
in the Company (the “Strategic Investment”), together with a planned reorganization and spin-off of the Company’s existing
business to its current shareholders. The transactions are the result of the Company’s review of strategic options to maximize value
for the Company and its stakeholders.
Strategic Investment
Under the Purchase Agreement, the Company issued and sold to Mr. Lazar
Series AA Convertible Preferred Shares and Series AAA Convertible Preferred Shares (the “Preferred Shares”) for aggregate
cash consideration of $7.0 million, consisting of $3.5 million of Series AA Preferred Shares and $3.5 million of Series AAA Preferred
Shares. The purchase and sale of both series was completed in a single closing on November 4, 2026.
As part of the Strategic Investment, the Company shall, promptly after
the closing, declare and pay a cash dividend in the aggregate amount of $2.0 million to holders of the Company’s common shares.
The Preferred Shares carry the rights, preferences and restrictions
set forth in the Company’s amended and restated memorandum of association and articles of association, including the right to convert
into common shares of the Company following receipt of shareholder approval of the Strategic Investment. Upon full conversion following
shareholder approval, the shares issued to Mr. Lazar will represent approximately 95% of the Company’s issued and outstanding common
shares on a fully diluted basis.
Conversion of the Preferred Shares is subject to approval by the Company’s
shareholders, which the Company will seek at a special meeting of shareholders (the “Special Meeting”). In connection with
the Special Meeting, the Company intends to furnish a proxy statement to its shareholders describing the transactions and the matters
to be voted upon, which are expected to include the conversion of the Preferred Shares, the election of directors (including Mr. Lazar
and his nominees), an increase in the Company’s authorized common shares, an increase in shares available under the Company’s
equity incentive plan, and a reverse share split.
Reorganization and Spin-Off of the Legacy Business
In connection with the Strategic Investment, the Company intends to
effect a reorganization under which it will transfer its existing business and operations to a newly formed British Virgin Islands subsidiary
(“NewCo”), and then distribute all of the shares of NewCo on a pro rata basis to the Company’s shareholders of record
as of a record date to be fixed for the spin-off, other than holders of the Preferred Shares or the shares converted therefrom (the “Spin-Off”).
Shareholders entitled to received NewCo shares in the Spin-Off are referred to herein as the “Legacy Holders.” The Company
also intends to declare and pay a cash dividend of $2.0 million to the Legacy Holders, to be declared promptly following the closing.
The reorganization and Spin-Off, the cash dividend, and related compensation
payments will be overseen by a special committee of the Company’s independent directors, and the Company expects to complete the
Spin-Off within 365 days after the closing.
Board and Leadership Transition
At the closing, Mr. Lazar and one nominee designated by Mr. Lazar were
appointed to the Company’s Board of Directors, and Mr. Lazar was appointed as Chief Executive Officer of the Company effective following
the closing. Following the closing, Mr. Lazar has the right to recommend up to five additional individuals for election to the Board at
the Special Meeting. Roland W. Kohl, the Company’s current Chief Executive Officer, together with the Company’s other executive
officers, have resigned from their executive officer roles in connection with closing and will continue to provide support in the transition
of the business. Mr. Kohl is expected to continue to oversee the legacy business pending completion of the Spin-Off.
Management Commentary
“After a careful review of our strategic options, the Board concluded
that this transaction is the best way to deliver value to our shareholders,” said Roland W. Kohl, outgoing Chief Executive Officer
of Highway Holdings. “Through the spin-off, our current shareholders are expected to continue owning the manufacturing business
we have built. They are also expected to receive a $2.0 million cash dividend and keep an interest in the Company going forward. I am
grateful to our employees, customers and partners for their support. I look forward to continuing to guide the legacy business into a
better future and to helping make the transition smooth.”
“I am pleased to make this investment in Highway Holdings and
to join the Company as Chief Executive Officer,” said David Lazar. “This transaction gives the Company new capital and a strong
platform. It also lets existing shareholders keep their stake in the legacy business. I want to thank Roland and the Board for their partnership.
I look forward to working with them through the transition and to looking at opportunities to build long-term value for all shareholders.”
About David Lazar
David Lazar currently serves as the CEO & Chairman of Aterian inc.
(NASDAQ: ATER) since July 2026 and CEO of Quantum Cyber N.V. (Formerly Mainz Biomed N.V.) (Nasdaq: QUCY) since February 2026, and Sow
Good, Inc. (NASDAQ: SOWG) from January - May 2026. David previously served as the CEO and Chairman of Indaptus Therapeutics, Inc. (Nasdaq:
INDP) from December 2025 - April 2026 and is still serving on the Board. Previously David served as the CEO and Chairman of Kala Bio Inc.
(NASDAQ: KALA) from December 2025 to February 2026. David previously served as CEO & Chairman of StableCoin Development Corp., Inc.
(NASDAQ: SDEV) (formerly Novabay Pharmaceuticals, Inc.) from August to November 2025. Prior to that, David served as a director on the
board of directors of FiEE, Inc. (NASDAQ: FIEE) (formerly Minim, Inc.) where he also served as CEO and CFO from December 2023 to February
2025. David served as interim CEO and principal Financial Officer of Bio Green Med Solution Inc. (NASDAQ: BGMS) (formerly Cyclacel Pharmaceuticals,
Inc.) from January 2, 2025 through February 26, 2025. David served as the CEO of Black Titan Corporation listed on Nasdaq (NASDAQ: BTTC)
(formerly Titan Pharmaceuticals, Inc.) from August 2022 to April 2024, where he also served as a Director and board Chairman from August
2022 until October 2023. From March 2018 to April 2022, he served as CEO of Activist Investing.
About Highway Holdings Limited
Highway Holdings is an international manufacturer of a wide variety
of high-quality parts and products for blue chip equipment manufacturers based primarily in Germany. Highway Holdings’ administrative
office is located in Hong Kong and its manufacturing facilities are located in Germany, Yangon, Myanmar and Shenzhen, China.
Additional Information
Additional information regarding the transactions described above will
be contained in a Report of Foreign Private Issuer on Form 6-K to be furnished to the U.S. Securities and Exchange Commission (the “SEC”),
which will include the transaction documents as exhibits. A copy of the Form 6-K may be obtained free of charge at www.sec.gov.
Important Additional Information and Where to Find It
In connection with the Special Meeting, the Company intends to furnish
to the SEC on Form 6-K, and to distribute to its shareholders, a proxy statement and other relevant materials. SHAREHOLDERS ARE ADVISED
TO READ THE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Shareholders may obtain these documents (when available) free of charge
at the SEC’s website at www.sec.gov or from the Company.
Forward-Looking Statements
All statements other than statements of historical fact included in
this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur
in the future are forward-looking statements, including statements concerning the Strategic Investment, the reorganization and Spin-Off,
the proposed cash dividend to Legacy Holders, the timing and receipt of shareholder approval, and the expected effects and benefits of
the transactions. These forward-looking statements are based on management’s current expectations and beliefs and are subject to
a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially
from those described.
These risks and uncertainties include, among others: the terms, structure,
benefits and costs of the Strategic Investment and the reorganization and Spin-Off, and whether and when these transactions will be consummated;
the risk that the required shareholder approval is not obtained; the risk that any anticipated dividend or distribution to Legacy Holders
may not be declared or paid; the Company’s ability to maintain the listing of its common shares on Nasdaq and to satisfy applicable
Nasdaq listing requirements in connection with the change of control; the effect of the announcement or pendency of the transactions on
the Company’s business and relationships; and other factors discussed in the “Risk Factors” section of the Company’s
most recent Annual Report on Form 20-F and other filings with the SEC, available free of charge at www.sec.gov. Although the Company believes
that the expectations reflected in its forward-looking statements are reasonable, it does not know whether its expectations will prove
correct. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and
the Company undertakes no obligation to update them except as required by applicable securities laws.
Contacts
Highway Holdings Limited
David Pasquale, Global IR Partners
HIHO@globalirpartners.com
+1-914-337-8801
