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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of March 2026
Commission File Number 001-42468
CELLYAN BIOTECHNOLOGY CO., LTD
(Translation of registrant’s name into English)
Room B1, 5/F., Well Town Industrial Building,
13 Ko Fai Road, Yau Tong, Kowloon
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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On March 24, 2026, Cellyan Biotechnology Co.,
Ltd, a Cayman Islands exempted company with limited liability (the “Company”) entered into securities purchase agreements
(the “Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company agreed to issue
and sell, in a private placement (the “Private Placement”), an aggregate of 12,499,986 Class A ordinary shares, par value
US$0.001 per share (the “Class A Ordinary Shares”) included in 12,499,986 units (the “Units”), each consisting
of one Class A Ordinary Share, and two warrants, each exercisable to purchase one Class A Ordinary Share (each, a “Warrant”),
at a purchase price of $0.52 per Unit, for gross proceeds of approximately $6,500,000. The Company plans to use the process for business
expansion, working capital and general corporate purposes.
The Warrants have a three-year term and a $0.01
per share exercise price. The Warrants also provide for cashless exercise if and only if at the time of any exercise thereof there is
no effective registration statement registering. Subject to limited exceptions, a holder of Warrants will not have the right to exercise
any portion of its 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.
In connection with the Private Placement, the
Company also entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”), pursuant
to which the Company agreed to file one or more registration statements with the United States Securities and Exchange Commission (the
“Commission”) to register the resale of the Class A Ordinary Shares to be issued in the Private Placement and the Class A
Ordinary Shares issuable upon exercise of the Warrants. Pursuant to the Registration Rights Agreement, the Company is required to file
the initial registration statement no later than the 30th calendar day following the closing date of the Private Placement.
The Private Placement closed on March 25, 2026.
The Units were issued and sold by the Company to the Investors in reliance upon the exemptions from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, and Regulation S promulgated
thereunder. Each Investor was required to represent that it is not a “U.S. person” in accordance with Regulation S under the
Securities Act. The Company did not engage in general solicitation or advertising and did not offer securities to the public in connection
with the issuance and sale of the Units, the Class A Ordinary Shares or the Warrants described in this report.
The foregoing descriptions of the Purchase Agreement,
Warrants, and Registration Rights Agreement, do not purport to be complete and are qualified in their entirety by reference to the full
text of such agreements, copies of which are filed as Exhibits 10.1, 4.1, and 10.2, respectively, to this Current Report on Form 6-K and
incorporated herein by reference.
The Class A Ordinary Shares issued in the Private
Placement have not been registered under the Securities Act and none of such securities may be offered or sold in the United States absent
registration or an exemption from registration under the Securities Act and any applicable state securities laws. The Class A Ordinary
Shares are subject to transfer restrictions, and the certificates evidencing the securities will contain an appropriate legend stating
that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant
to an exemption therefrom.
Neither this Current Report on Form 6-K nor any
of the exhibits attached hereto will constitute an offer to sell or the solicitation of an offer to buy Class A Ordinary Shares or any
other securities of the Company
EXHIBIT INDEX
Exhibits
Number |
|
Description |
| 4.1 |
|
Form of Warrants |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Registration Rights Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
CAUTIONARY NOTE REGARDING FORWARD LOOKING
STATEMENTS
This Current Report on Form 6-K contains forward
looking statements that involve risks and uncertainties. All statements other than statements of historical fact contained in this Form
6-K, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management
for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including
“anticipates,” “believes,” “can,” “continue,” “could,” “estimates,”
“expects,” “intends,” “may,” “plans,” “potential,” “predicts,”
“should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward
looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are
only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk
Factors” or elsewhere in the Company’s Commission filings, which may cause our or our industry’s actual results, levels
of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive
and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can
we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual
results to differ materially from those contained in any forward-looking statements. All forward-looking statements included in this document
are based on information available to us on the date hereof, and we assumes no obligation to update any such forward-looking statements.
You should not place undue reliance on any forward-looking
statement, each of which applies only as of the date of this Form 6-K. Before you invest in our securities, you should be aware that the
occurrence of the events described in the section entitled “Risk Factors” as well as other risks and factors identified from
time to time in the Company’s Commission filings could negatively affect our business, operating results, financial condition and
stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements
after the date of this Form 6-K to conform our statements to actual results or changed expectations.
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.
| Date: March 26, 2026 |
CELLYAN BIOTECHNOLOGY CO., LTD |
| |
|
|
| |
By: |
/s/ Chenyu Liang |
| |
Chenyu Liang |
| |
Director and Chief Executive Officer |
