STOCK TITAN

INLIF Limited (NASDAQ: INLF) raises $103,200 in PIPE deal

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

INLIF Limited completed a private investment in public equity (PIPE) financing with Kerui Enterprise Limited.

On July 20, 2026, the company agreed to sell 40,000 Class B ordinary shares, par value US$0.32 per share, at US$2.58 per share for aggregate gross proceeds of US$103,200. The unregistered shares were issued in a private placement relying on Section 4(a)(2) and Regulation S exemptions and closed on July 22, 2026, after customary conditions and deliveries were satisfied. The company intends to use the proceeds for general corporate purposes, including working capital.

Positive

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Negative

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Filing Explained

Although the report is incorporated into the company’s effective Form F-3, it states that the 40,000 purchased shares remain unregistered and that the report is not an offer to sell; the completed financing therefore does not itself document a registered resale or public offering.

Shares issued in PIPE 40,000 shares Class B ordinary shares sold to Kerui Enterprise Limited
Offering price per share US$2.58 per share Price for Class B ordinary shares in the July 20, 2026 Securities Purchase Agreement
Gross proceeds from PIPE US$103,200 Aggregate purchase price received at closing on July 22, 2026
Par value per Class B share US$0.32 per share Par value of the Company’s Class B ordinary shares
PIPE Transaction financial
"relating to the issuance and sale of an aggregate of 40,000 shares (the PIPE Transaction)"
A PIPE transaction is when a publicly traded company sells new shares or convertible securities directly to a select group of private investors, rather than through a public offering. It’s essentially a quick way for a company to raise cash, but it can dilute existing shareholders and often involves a price discount, so investors watch PIPEs for their potential impact on share value and ownership stakes—like a private top-up that changes the size of everyone’s slice of the pie.
private placement financial
"The Purchased Shares will be issued in a private placement exempt from the registration requirements"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
Regulation S regulatory
"in a private placement exempt from the registration requirements pursuant to Section 4(a)(2) and Regulation S"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Section 4(a)(2) regulatory
"exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2)"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
shelf registration statement regulatory
"deemed to be incorporated by reference into the Company’s shelf registration statement on Form F-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

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FAQ

What PIPE financing did INLF complete in July 2026?

INLIF Limited completed a PIPE Transaction with Kerui Enterprise Limited, issuing Class B ordinary shares in a private placement exempt from registration and raising US$103,200 in gross proceeds for corporate purposes.

How many shares and at what price were issued in INLF's PIPE?

The company issued 40,000 Class B ordinary shares at US$2.58 per share. These shares have a par value of US$0.32 per share and were sold under a Securities Purchase Agreement dated July 20, 2026.

Who invested in INLIF Limited's (INLF) July 2026 PIPE transaction?

The sole investor in the July 2026 PIPE was Kerui Enterprise Limited. Under the Securities Purchase Agreement, Kerui purchased 40,000 Class B ordinary shares of INLIF Limited at US$2.58 per share for total gross proceeds of US$103,200.

How will INLF use the US$103,200 PIPE proceeds?

INLIF Limited states it intends to use the US$103,200 in gross proceeds for general corporate purposes, including working capital. This language indicates flexible deployment within the business rather than a single dedicated project or acquisition.

Were the INLF PIPE shares registered under the Securities Act?

No. The 40,000 Class B ordinary shares issued in the PIPE were not registered under the Securities Act. They were sold in a private placement relying on exemptions under Section 4(a)(2) and Regulation S.

When did INLIF Limited's (INLF) PIPE transaction close?

The PIPE transaction closed on July 22, 2026. At closing, the company received US$103,200 in gross proceeds for the 40,000 Purchased Shares and instructed its transfer agent to issue the shares under the Securities Purchase Agreement terms.
 

 

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 July 2026

 

Commission File Number: 001-42456

 

INLIF LIMITED

 

No. 88, Hongsi Road
Yangxi New Area, Honglai Town
Nan’an City, Quanzhou
The People’s Republic of China

(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 REPORT

 

Enter into Certain Material Agreements in Connection with A PIPE Transaction

 

On July 20, 2026, INLIF Limited, a Cayman Islands exempted company (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Kerui Enterprise Limited (the “Investor”) relating to the issuance and sale of an aggregate of 40,000 shares (the “Purchased Shares”) of the Company’s Class B ordinary shares, par value US$0.32 per share (“Class B Ordinary Shares”), at $2.58 per share for an aggregate purchase price of $103,200 (the “PIPE Transaction”). A copy of the form of the Securities Purchase Agreement is attached hereto as Exhibit 10.1.

  

The issuance of the Purchased Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Purchased Shares will be issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation S promulgated thereunder.

 

The Securities Purchase Agreement contains certain representations and warranties by the Company and the Investor, closing conditions to closing (including the accuracy of each party’s representations and warranties and the performance by each party of its obligations under the Securities Purchase Agreement) and termination provisions. At or prior to closing, certain deliveries by the parties are required, including but not limited to the executed Securities Purchase Agreement, the Company’s wire instructions and issuance instructions to the transfer agent, and payment of the full subscription amount by the Investor.

 

The foregoing summaries of the Securities Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the form of the Securities Purchase Agreement filed as Exhibits 10.1 hereto and incorporated by reference herein.

 

Closing of the PIPE Transaction

 

The closing of the PIPE Transaction occurred on July 22, 2026, in accordance with the terms and conditions set forth in each Securities Purchase Agreement dated July 20, 2026 by and between the Company and the Investor. The Company received $103,200 in gross proceeds for the issuance of 40,000 Purchased Shares to the Investor. On July 22, 2026, the Company provided the share issuance instructions to the transfer agent to issue the Purchased Shares in accordance with the terms of the Securities Purchase Agreement. The Company intends to use the proceeds from the PIPE Transaction for general corporate purposes, including working capital.

 

Incorporation By Reference

 

This Report shall be deemed to be incorporated by reference into: (i) the Company’s shelf registration statement on Form F-3, as amended (File No. 333-292580) (the “Registration Statement”), which Registration Statement was declared effective by the SEC on January 12, 2026; (iii) the Company’s registration statement on Form S-8 (File No. 333-289640), which was filed with the SEC on August 15, 2025 (collectively with the Registration Statement, and as amended from time to time, the “Registration Statements”), and into each prospectus or prospectus supplement outstanding under the Registration Statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

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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.

 

EXHIBIT INDEX

 

Exhibit No.   Description
10.1   Form of Securities Purchase Agreement

 

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SIGNATURE

 

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.

 

Dated: July 24, 2026

 

INLIF LIMITED  
     
By: /s/ Rongjun Xu  
Name: Rongjun Xu  
Title: Chief Executive Officer  

 

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Filing Exhibits & Attachments

1 document