Li Bang raises $300K in insider private placement

Li Bang International Corporation Inc. (LBGJ) entered into a related-party PIPE financing, selling an aggregate of 88,235 Class B ordinary shares at $3.40 per share for $300,000 in gross proceeds.

Rhea-AI Filing Summary

Li Bang International Corporation Inc. (LBGJ) entered into a related-party PIPE financing, selling an aggregate of 88,235 Class B ordinary shares at $3.40 per share for $300,000 in gross proceeds. The purchasers are Maple Huang Holdings Limited and Funa Lee Holdings Limited, entities controlled by CEO and chairman Feng Huang and director Funa Li, respectively. Disinterested board members unanimously approved the transaction, relying on a Cayman Islands legal opinion that permits following home-country practice instead of Nasdaq shareholder approval requirements under Listing Rule 5635(b) for change-of-control transactions. The unlisted Class B shares were issued on a private-placement basis under Section 4(a)(2) and/or Regulation S exemptions, are "restricted securities" under Rule 144, and closed on August 17, 2026. Li Bang intends to use the proceeds for general corporate purposes, including working capital.

Filing Explained

The completed issuance adds 88,235 unlisted Class B shares, reducing existing ownership percentages; the company received $300,000 in gross proceeds.

Li Bang International uses this Form 6-K to report material information and states that its PIPE closed on August 17, 2026, completing the issuance of 88,235 Class B ordinary shares; adding those shares reduces existing holders’ percentage ownership absent offsetting changes.

The report also says that its incorporation by reference into the company’s Form F-3 does not register the Purchased Shares: they remain unregistered restricted securities, and resale in the United States requires registration or an applicable exemption.

Because the Class B shares are not listed and no public trading market exists, the disclosure does not identify a public trading venue for those shares.

Key Figures

PIPE shares issued: 88,235 shares PIPE share price: $3.40 per share Gross proceeds: $300,000 +2 more

5 metrics

PIPE shares issued 88,235 shares Aggregate Class B ordinary shares issued in the PIPE Transaction

PIPE share price $3.40 per share Purchase price for each Class B ordinary share in the PIPE

Gross proceeds $300,000 Aggregate gross proceeds received by the company from the PIPE

Closing date August 17, 2026 Date the PIPE Transaction closed under the Securities Purchase Agreement

Agreement date August 13, 2026 Date the Securities Purchase Agreement for the PIPE was executed

Key Terms

PIPE Transaction, Section 4(a)(2), Regulation S, restricted securities, +1 more

5 terms

PIPE Transaction financial

"Enter into Certain Material Agreements in Connection with A 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.

Section 4(a)(2) regulatory

"in reliance upon exemptions from the registration requirements of the Securities Act provided by 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.

Regulation S regulatory

"and/or Regulation S promulgated thereunder"

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.

restricted securities financial

"The Purchased Shares issued constitute “restricted securities” within the meaning of Rule 144"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

Nasdaq Listing Rule 5635(b) regulatory

"in lieu of the shareholder approval requirements under Nasdaq Listing Rule 5635(b) applicable"

Nasdaq Listing Rule 5635(b) is an exchange rule that requires a listed company to get shareholder approval before issuing shares or securities that can convert into voting stock when the proposed issue would substantially increase voting power or dilute existing ownership (commonly measured by a 20% threshold). Investors care because the rule limits sudden dilution or shifts in control — like needing neighbor approval before adding a large structure that changes everyone’s influence and property view.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What PIPE financing did LBGJ complete in August 2026?

Li Bang International Corporation Inc. completed a PIPE Transaction issuing 88,235 Class B ordinary shares at $3.40 per share for $300,000 in gross proceeds, with closing occurring on August 17, 2026 to two insider-controlled entities.

Who purchased the new Class B shares in LBGJ’s August 2026 PIPE?

The purchasers were Maple Huang Holdings Limited and Funa Lee Holdings Limited, entities wholly owned and controlled by CEO and chairman Feng Huang and director Funa Li, respectively, making this a related-party transaction approved by disinterested board members.

What price and number of shares were issued in LBGJ’s PIPE Transaction?

Li Bang issued 88,235 Class B ordinary shares at a purchase price of $3.40 per share. This resulted in aggregate gross proceeds of approximately $300,000 to the company upon closing of the private placement on August 17, 2026.

How will Li Bang International (LBGJ) use the $300,000 PIPE proceeds?

Li Bang intends to use the approximately $300,000 in gross proceeds from the PIPE Transaction for general corporate purposes, including working capital, providing additional liquidity for ongoing operational and corporate needs.

Were LBGJ’s PIPE shares registered under the Securities Act?

No, the Purchased Shares were issued in a private placement relying on Section 4(a)(2) and/or Regulation S exemptions. They are restricted securities under Rule 144 and cannot be publicly sold in the U.S. without registration or an applicable exemption.

Are LBGJ’s Class B ordinary shares listed on Nasdaq?

The company states its Class B ordinary shares are not listed for trading on Nasdaq or any other national securities exchange, and that currently there is no public trading market for these Class B shares.

What governance steps did LBGJ take for this related-party PIPE?

Because the PIPE involved related parties, the disinterested members of the board unanimously approved it. A Cayman Islands counsel opinion confirmed the company could follow home country practice instead of Nasdaq Listing Rule 5635(b) shareholder approval for change-of-control transactions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/19/2026 - 04:16 PM Accepted by SEC EDGAR 08/19/2026 - 04:15 PM Learn about SEC filing dates

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: 001-42378

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 ☐

Enter into Certain Material Agreements in Connection with A PIPE Transaction

On August 13, 2026, Li Bang International Corporation Inc., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) relating to the issuance and sale of an aggregate of 88,235 shares (the “Purchased Shares”) of the Company’s Class B ordinary shares, par value US$0.002 per share (“Class B Ordinary Shares”), at a price of $3.40 per share for an aggregate purchase price of $300,000 (the “PIPE Transaction”), with each of Maple Huang Holdings Limited (an entity wholly owned and controlled by Feng Huang (“Mr. Huang”), the Company’s chief executive officer and chairman of the board of directors (the “Board”) of the Company) and Funa Lee Holdings Limited (an entity wholly owned and controlled by Funa Li (“Ms. Li”), the Company’s director and Mr. Huang’s spouse). A copy of the form of the Securities Purchase Agreement is attached hereto as Exhibit 10.1.

The PIPE Transaction involved related parties of the Company, and for such reason the disinterested members of the Board, acting at a duly convened meeting of the Board and by unanimous vote of the disinterested members present, approved the PIPE Transaction in accordance with applicable law, the Company’s organizational documents and rules of The Nasdaq Stock Market (“Nasdaq”).

The Securities Purchase Agreement contains certain representations and warranties by the Company and each purchaser, closing conditions (including an opinion of the Company’s Cayman Islands counsel confirming that the Company may follow Cayman Islands home country practice in lieu of the shareholder approval requirements under Nasdaq Listing Rule 5635(b) applicable to change-of-control transactions, the accuracy of each party’s representations and warranties, and the performance by each party of its obligations thereunder), as well as termination provisions.

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.

Unregistered Sales of Equity Securities.

The offer and 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 were issued in a private placement in reliance upon exemptions from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and/or Regulation S promulgated thereunder. The Purchased Shares issued constitute “restricted securities” within the meaning of Rule 144 under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

The Class B Ordinary Shares are not listed for trading on Nasdaq or any other national securities exchange, and no public trading market currently exists for the Class B Ordinary Shares.

Neither this Report of Foreign Private Issuer on Form 6-K (this “Report”) nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy any securities of the Company.

Closing of the PIPE Transaction

Closing of the PIPE Transaction occurred on August 17, 2026, in accordance with the terms and conditions set forth in the Securities Purchase Agreement. The Company received an aggregate of approximately $300,000 in gross proceeds for the issuance of an aggregate of 88,235 Purchased Shares the purchasers. The Company intends to use the proceeds from the PIPE Transaction for general corporate purposes, including working capital.

Incorporation By Reference

This Report is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-291772) (the “Registration Statement”), and into each prospectus or prospectus supplement outstanding under the Registration Statement, 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.

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, hereunto duly authorized.

	Li Bang International Corporation Inc.
Date: August 19, 2026	By:	/s/ Liang Xia
		Liang Xia
		Chief Financial Officer

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EX-10.1 155.3 KB