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 September 2026
Commission File Number 001-42579
Lianhe Sowell International Group Ltd
(Translation of registrant’s name into English)
RM1502, Sannuo Smart Building,
No. 3388 Binhai Ave, Binhai Community,
Nanshan District, Shenzhen, 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 ☐
Best Efforts Offering
On September 3, 2026, Lianhe Sowell International
Group Ltd (the “Company”) priced a best effort public offering for the sale of units as described below for aggregate gross
proceeds to the Company of approximately $11 million, before deducting placement agent fees and other estimated expenses payable by the
Company, excluding the exercise of any warrant offered. The offering is comprised of 7,638,889 units (each a “Unit”), consisting
of one Class A ordinary share of the Company, par value $0.0016 per share (the “Class A Ordinary Shares”) and three warrants,
each to purchase one Class A Ordinary Share (each a “Warrant”). The public offering price of the Units is $1.44 per Unit.
Each of the Warrants will have an exercise price of $1.66 per Class A Ordinary Share and will be exercisable beginning on the date of
the issuance and expire six months from the date of issuance.
The securities in the offering were being offered
pursuant to a securities purchase agreement with certain investors (the “Securities Purchase Agreement”) and the Company’s
registration statement on Form F-1 (File No. 333- 298425), as amended, which was initially filed with the Securities and Exchange Commission
(the “SEC”) on August 19, 2026 and declared effective by the SEC on August 31, 2026.
On September 1, 2026, the Company entered into
a placement agency agreement (the “Placement Agency Agreement”) with R. F. Lafferty & Co., Inc. (the “Placement
Agent”), pursuant to which the Placement Agent acted as sole placement agent for the offering and would receive at the closing of
the offering a cash fee equal to seven percent (7.0%) of the gross proceeds in the offering, a non-accountable expenses allowance of one
percent (1.0%) of the gross proceeds of the offering and reimbursement for legal fees and other out-of-pocket fees, costs and expenses
in the amount of up to $100,000.
Pursuant to the Securities Purchase Agreement
and the Placement Agency Agreement, each of Company’s officers, and directors of the Company’s share capital shall deliver
to the Placement Agent an executed lock-up agreement. Under these agreements, these parties have agreed, subject to specified exceptions,
not to offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of any Class A Ordinary Shares or any securities
convertible into or exercisable or exchangeable for Class A Ordinary Shares, or enter into any swap or other arrangement that transfers
to another, in whole or in part, the economic consequences of ownership of such securities, during the period commencing on the date the
Securities Purchase Agreement was signed and ending 90 days after the closing date, without the prior consent of the Placement Agent.
The offering was closed on September 3, 2026.
The Company intends to use 40% of the net proceeds from the offering to fund the research and development for new products and relevant
market expansion and 60% for the general working capital purposes and other general corporate purposes.
The foregoing summaries of the terms of
each agreement mentioned above are subject to, and qualified in their entirety by, such documents.
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.
| Exhibit Number |
|
Description |
| 4.1 |
|
Form of Warrant |
| 10.1 |
|
Form of Security Purchase Agreement |
| 10.2 |
|
Placement Agency Agreement, dated September 1, 2026 |
| 99.1 |
|
Press Release |
SIGNATURES
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
Lianhe Sowell International Group Ltd. |
| |
|
| Date: September 4, 2026 |
By: |
/s/ Yue Zhu |
| |
|
Yue Zhu |
| |
|
Chief Executive Officer |
Exhibit
99.1
Lianhe
Sowell International Group Ltd. Announces Closing of an $11 Million Best-efforts Follow-on Public Offering
SHENZHEN,
CHINA, September 3, 2026 -- Lianhe Sowell International Group Ltd. (Nasdaq: LHSW) (the “Company”, or “Lianhe Sowell”),
a provider of industrial machine vision products and solutions in China, today announced that it closed its previously announced follow-on
public offering on a best-efforts basis (the “Offering”) of 7,638,889 units (each a “Unit,” and collectively, the
“Units”) at an offering price of $1.44 per Unit (the “Public Offering Price”) for total gross proceeds of $11,000,000.16,
before deducting placement agent commission and other offering expenses , excluding the exercise of any warrants offered.
Each
Unit consists of (i) one Class A Ordinary Share, par value $0.0016 per share (the “Class A Ordinary Share”), (ii) three warrants,
each to purchase one Class A Ordinary Share (each, a “Warrant”). The Warrants will have a term of 6 months from the issuance
date of the Offering. The Warrants have an exercise price of $1.66 per Class A Ordinary Share. The maximum number of Class A Ordinary
Shares issuable upon exercise of the Warrants will be 22,916,667 shares. The Units have no stand-alone rights and will not be certificated
or issued as stand-alone securities. The Class A Ordinary Shares and Warrants are immediately separable and issued separately in the
Offering.
R.
F. Lafferty & Co., Inc. is acting as the sole placement agent for the Offering. Robinson & Cole LLP is acting as U.S. counsel
to the Company, and Sichenzia Ross Ference Carmel LLP is acting as U.S. counsel to R. F. Lafferty & Co. Inc., in connection with
the Offering.
The
Company intends to use the proceeds from this Offering for 1) funding the research and development for new products and relevant market
expansion; and 2) general corporate purposes and working capital.
“We
are pleased to close this offering and appreciate the continued support and market recognition as we execute our business plan”
said Mr. Yue Zhu, CEO of the Company. “The proceeds provided by this offering will help facilitate our continued business expansion
and technologies investment in automated service robotics industry.”
The
registration statement on Form F-1 (File No. 333-298425) relating to the Offering, as amended, was filed with the U.S. Securities and
Exchange Commission (the “SEC”), and was declared effective by the SEC on August 31, 2026. The Offering was made only by means
of a prospectus. Copies of the final prospectus related to the Offering may be obtained, from R.F. Lafferty & Co., Inc., 40
Wall Street, Suite 3602, New York, NY 10004, at +1 (212) 293-9090, or via email at offerings@rflafferty.com. In addition, a
copy of the final prospectus can also be obtained via the SEC’s website at www.sec.gov.
Before
you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about
the Company and the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities
described herein, 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 registration or qualification under the securities laws of any such state or jurisdiction.
About
Lianhe Sowell International Group Ltd
Lianhe
Sowell International Group Ltd (Nasdaq: LHSW) provides industrial vision and industrial robotics solutions. With expertise in the field
of machine vision and intelligent equipment, the Company specializes in smart transportation, industrial automation, artificial intelligence,
and machine vision. Committed to offering comprehensive intelligent solutions to customers worldwide, the Company continuously advances
the intelligent transformation of various industries through technological innovation. For more information, please visit: ir.cnsoftwell.com.
Forward-Looking
Statement
This
press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals,
strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical
facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,”
“expect,” “anticipate,” “project,” “estimate,” “plan” or similar expressions
that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees
of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s
expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not
limited to, the uncertainties related to market conditions and other risk factors discussed in the Company’s filings with the SEC,
which are available for review at www.sec.gov. For these reasons, among others, investors are cautioned not to place undue reliance
upon any forward-looking statements in this press release. The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
For
more information, please contact:
Lianhe
Sowell International Group Ltd
Email: ir@cnsoftweIl.com
WFS Investor Relations Inc.
Email: services@wfsir.com
Phone: +1 628 283 9214
