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 June 2026
Commission
File Number: 001-42378
Li
Bang International Corporation Inc.
(Exact
Name of Registrant as Specified in its Charter)
No.
190 Xizhang Road, Gushan Town
Jiangyin
City, Jiangsu Province
People’s
Republic of China
+86
0510-81630030
(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 a Material Definitive Agreement
Li Bang International Corporation
Inc. (the “Company”) previously entered into a sales agreement (the “Original Sales Agreement”), dated
February 13, 2026, with AC Sunshine Securities LLC (the “Sales Agent”) with respect to an at-the-market offering program,
pursuant to which the Company may offer and sell through or to the Sales Agent, acting as sales agent and/or principal,
from time to time, Class A ordinary shares of the Company, par value $0.0001 per share, having an aggregate offering price of
up to $20,000,000 (the “Original Offering Program”).
On
June 11, 2026, the Company and the Sales Agent entered into the Amendment No. 1 to the Sales Agreement (the
“Amendment No. 1,” together with the Original Sales Agreement, the “Sales Agreement”), under which
the Company may offer and sell Class A ordinary shares of the Company, par value $0.00001 per share (the “Class A Ordinary Shares”),
having an aggregate offering of up to $60,000,000 from time to time through or to the Sales Agent, acting as sales agent
and/or principal (the “Upsized Offering Program”), reflecting
an increase of $40,000,000 in the aggregate offering price from an aggregate of up to $20,000,000 under the Original Offering Program.
The
issuance and sale of the Class A Ordinary
Shares under the Sales Agreement will be made pursuant to (i) the Company’s shelf registration statement on Form F-3 (File
No. 333-291772), filed with the Securities and Exchange Commission (the “Commission”) on November 25, 2025 and declared effective
by the Commission on January 16, 2026, and (ii) the prospectus supplement related to the Upsized Offering Program, dated June
11, 2026, which replaces and supersedes the prior prospectus supplement, dated February 17, 2026, with respect to the Original
Offering Program. As of April 1, 2026, Class A Ordinary Shares having an aggregate offering price of $9.3 million had been
sold under the Sales Agreement, subject to certain settlement conditions thereto.
Upon
delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell Class A Ordinary
Shares of the Company by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415 under
the Securities Act of 1993, as amended (the “Securities Act”). The Sales Agent will use its commercially reasonable efforts
consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of
The Nasdaq Capital Market to sell Class A Ordinary Shares from time to time, based upon instructions from the Company, including any
price, time or size limits or other customary parameters or conditions the Company may impose.
The
Company will pay the Sales Agent a commission equal to three and half percent (3.5%) of the gross proceeds of any Class A Ordinary
Shares sold pursuant to the Sales Agreement. The Company has also agreed to reimburse the Sales Agent for its reasonable and documented
out-of-pocket expenses, including fees and disbursements of its counsel, in an amount not to exceed $100,000. The Company has advanced
an amount of $65,000 to the Sales Agent upon execution of the engagement letter agreement, dated January 9, 2026, by and between the
Sales Agent and the Company. In addition, the Company will reimburse the Sales Agent for its reasonable and documented out-of-pocket
expenses related to maintaining the Sales Agreement, including transaction costs and legal fees, up to $5,000 every Representation Date
(as defined in the Sales Agreement) and no more than $14,000 per fiscal year. The Company will also reimburse up to $10,000 for each
program “refresh,” such as the filing of a new registration statement, prospectus or prospectus supplement, or an amendment
to the Sales Agreement.
The
Company has also agreed to reimburse the Sales Agent for the expenses of its legal counsel incurred in conjunction with our entry
into the Amendment No. 1, and the delivery of the first Placement Notice following the execution of the Amendment No. 1, in the
amount of $25,000, separately from and in addition to the commissions payable to the Sales Agent under the Sales
Agreement. The Company has made certain
customary representations, warranties and covenants concerning the Company and its Class A Ordinary Shares in the Sales Agreement
and has also provided the Sales Agent with customary indemnification and contribution rights.
The
Company has no obligations to make any sales of Class A Ordinary Shares under the Sales Agreement. The offering of Class A Ordinary Shares
pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Class A Ordinary Shares subject to the Sales Agreement
or (ii) termination of the Sales Agreement in accordance with its terms.
The
foregoing description of the material terms of the Sales Agreement are qualified in its entirety by reference to (i) the
Original Sales Agreement, a copy of which was attached as Exhibit 1.1 to the Current Report on Form 6-K filed with the
Commission on February 17, 2026, and (ii) the Amendment No. 1, which is attached as Exhibit 1.1 hereto and is incorporated
herein by reference.
The
Company intends to use the net proceeds from any issuances through the Upsized Offering Program for general corporate purposes, which
may include additions to working capital, financing of capital expenditures, future acquisitions and strategic investment opportunities,
although it has no current plans, commitments or agreements with respect to any such expenditures, acquisitions or investment opportunities
as of the date hereof.
This
Current Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein,
nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
INCORPORATION BY REFERENCE
This current report on Form
6-K is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-291772), to the extent
not superseded by documents or reports subsequently filed or furnished.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 1.1 |
|
Amendment
No. 1 to the Sales Agreement, dated June 11, 2026, by and between the Company and AC Sunshine Securities LLC |
| 5.1 |
|
Opinion of Appleby |
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, hereunto duly authorized.
| |
Li
Bang International Corporation Inc. |
| |
|
|
| Date:
June 12, 2026 |
By: |
/s/
Huang Feng |
| |
|
Huang
Feng |
| |
|
Chairman
of Board of Directors and Chief Executive Officer |