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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
July 16, 2025
LAKESIDE
HOLDING LIMITED
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-42140 |
|
82-1978491 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1475 Thorndale Avenue, Suite
A
Itasca,
Illinois 60143
(Address of Principal
Executive Offices and Zip Code)
(224) 446-9048
(Registrant’s
telephone number, including area code)
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common stock, par value US$0.0001 per share |
|
LSH |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry
into Material Definitive Agreements.
Private Placement
On July 16, 2025, Lakeside
Holding Limited (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”)
with certain investors named therein (the “Investors”), for the issuance and sale by the Company of an aggregate of 1,500,000
shares of Common Stock, par value $0.0001 per share (the “Shares”) in an offering (the “Private Placement”). The
closing of the Private Placement occurred on July 17, 2025.
The Securities Purchase Agreement
includes customary representations, warranties and covenants by the parties to the agreements. Pursuant to the Securities Purchase Agreements,
the Investors have agreed to purchase the Shares at a purchase price of $1.00 per share for an aggregate purchase price of approximately
$1,500,000. The Company expects to use the net proceeds from the Private Placement for general corporate purposes.
The foregoing description
of the Securities Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Securities
Purchase Agreement, the form of which is filed herewith as Exhibits 10.1 and incorporated herein by reference in its entirety.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained
above under Item 1.01, to the extent applicable, is incorporated by reference herein. Based in part upon the representations of the Investors
in the Securities Purchase Agreement, the placement and sale of the Shares was made in reliance on the exemption afforded by Section 4(a)(2)
and/or Regulation S of the Securities Act of 1933, as amended (the “Securities Act”).
None of the securities have
been registered under the Securities Act and may not be offered or sold in the United States absent registration with the Commission or
an applicable exemption from the registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto is
an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| No. |
|
Exhibit |
| |
|
| 10.1 |
|
Form of Securities Purchase Agreement, dated as of July 16, 2025, between Lakeside Holding Limited and certain Investors |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
Dated: July 22, 2025
| |
Lakeside Holding Limited |
| |
|
|
| |
By: |
/s/ Long Yi |
| |
|
Long Yi |
| |
|
Chief Financial Officer |
2
