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: 001-35942
LightInTheBox Holding Co., Ltd.
4 Pandan Crescent #03-03
Singapore (128475)
(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:
x Form 20-F
¨ Form 40-F
CONSUMMATION OF
PIPE FINANCING
On
August 10, 2026, LightInTheBox Holding Co., Ltd. (NYSE: LITB) (the “Company”) completed a private placement
(the “PIPE”) pursuant to subscription agreements (the “PIPE Subscription Agreements”) with certain investors (each,
a “Subscriber” and collectively, the “Subscribers”).
Pursuant
to the PIPE Subscription Agreements, the Company issued and sold to the Subscribers an aggregate of 21,397,409 ordinary shares, par value
$0.000067 per share (the “PIPE Shares”), at a purchase price of $0.2566667 per ordinary share (equivalent to $3.08
per American Depositary Share, each representing twelve ordinary shares), representing aggregate gross proceeds to the Company of approximately
$5.49 million, prior to the payment of fees and expenses. Prior to the issuance of the PIPE Shares, the Company submitted a Supplemental
Listing Application to the New York Stock Exchange for the listing of the additional American Depositary Shares representing the PIPE
Shares, and the New York Stock Exchange has authorized such application.
The
PIPE Subscription Agreements contain customary representations and warranties of the Company and the Subscribers, customary conditions
to closing, and customary indemnification obligations. Pursuant to the PIPE Subscription Agreements, the Company has agreed to
register the resale of the PIPE Shares and is required to prepare and file a registration statement with the U.S. Securities and Exchange
Commission no later than one hundred twenty (120) days following the Closing Date.
The
PIPE Shares were issued and sold to the Subscribers in reliance on the exemption from registration provided by Section 4(a)(2) of
the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder,
and have not been registered under the Securities Act or any state securities laws. The Company relied on this exemption from registration
based in part on representations made by the Subscribers. The PIPE Shares may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. Neither this Report of Foreign Private Issuer on Form 6-K, nor the exhibits
attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.
The foregoing summary
of the PIPE Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the PIPE Subscription
Agreements, a form of which is filed as Exhibit 10.1 to this Report of Foreign Private Issuer on Form 6-K and is incorporated
by reference herein.
TABLE OF CONTENTS
Exhibit
Exhibit 10.1
— Form of PIPE Subscription Agreement, dated as of July 10, 2026 by and between LightInTheBox Holding Co., Ltd. and the Subscriber party thereto.
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.
| LIGHTINTHEBOX HOLDING CO., LTD. |
|
| |
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| By: |
/s/ Jian He |
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| Name: |
Jian He |
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| Title: |
Chief Executive Officer |
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Date: August 10,
2026