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 September
Commission File Number 001-41418
Lytus Technologies Holdings PTV. Ltd.
(Translation of registrant’s name into English)
Unit 504, Building
3 Studio City
Dubai, United Arab
Emirates
(Address of principal
executive office)
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 ☐
Lytus Technologies Holdings PTV. Ltd. announces
1-for-2,500 Reverse Stock Split
Lytus Technologies Holdings PTV. Ltd. (the “Company”)
today announced that it intends to effect a reverse stock split of its outstanding common shares, par value $0.01 per share (the “common
shares”), at a ratio of 1-for-2,500 (the “Reverse Stock Split”), such that each two thousand five hundred (2,500) common
shares currently outstanding will be combined into one (1) common share. Shareholders otherwise entitled to receive a fractional common
share as a result of the Reverse Stock Split will receive a whole common share in lieu of such factional share. On September 24, 2025,
the Company’s board of directors approved the Reverse Stock Split and its implementation at a later date. In connection with the
Reverse Stock Split, a vote of the shareholders of the Company was not required and as such, no shareholder vote or meeting of shareholders
was held.
The Company intends for the
Reverse Stock Split to become effective and to begin trading on a split-adjusted basis
on the OTCQB tier market operated by the OTC Markets Group, Inc. at the open of trading on September 26, 2025, under the existing trading
symbol “LYTHF”. The new CUSIP number for the common shares following the Reverse Stock Split will be G5851A141.
The Company is effecting the Reverse Stock Split
in order to increase the per-share market price of the common shares in an effort to, among other things, satisfy certain NYSE American
minimum bid price requirements for initial listing. There is no guarantee the Company will meet such minimum bid price requirement for
the initial listing of its common shares, or any other NYSE American initial listing requirement, or that, if the common shares are approved
for listing on NYSE American or any other national securities exchange, that the Company will be able to continue to comply with all applicable
continued listing requirements.
The Reverse Stock Split will not have any impact
on the number of authorized common shares, which will remain at 5,000,000,000, or the per share par value, which will remain at $0.01
per share. As a result of the Reverse Stock Split, the Company’s outstanding common shares will be reduced from 4,944,997,491 to
approximately 1,978,039. Each outstanding convertible security of the Company convertible into pre-Reverse Stock Split common shares that
is not converted into common shares or cancelled prior to the effective date of the implementation of the Reverse Stock Split will be
adjusted pursuant to the terms of the applicable instrument or plan governing such Company security on the same Reverse Stock Split ratio
described above, and each holder of such pre-Reverse Stock Split securities will become entitled to receive post-Reverse Stock Split common
shares pursuant to such adjusted terms.
Shareholders holding certificated shares will
receive information from VStock Transfer LLC regarding the process for exchanging their stock certificates. Shareholders who hold their
common shares in book-entry form or in “street name” (through a broker, bank or other holder of record) will not be required
to take any action.
On September 25, 2025, the Company issued a press
release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 6-K.
Forward-Looking Statements
This Report on Form 6-K and Exhibit 99.1 attached
hereto contains, and may implicate, forward-looking statements within the meaning of applicable federal securities laws, including Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies,
predictions or any other statements related to the Company’s future activities, or future events or conditions, including, without
limitation, those related to the anticipated Reverse Stock Split and the Company’s plans to uplist its common shares on NYSE American
or another national exchange, which can be identified by terminology such as “may,” “will,” “expects,”
“anticipates,” “aims,” “potential,” “future,” “intends,” “plans,”
“believes,” “estimates,” “continue,” “likely to” and other similar expressions intended
to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements
are not historical facts and are based on current expectations, estimates and projections about the Company’s business based, in
part, on assumptions made by its management. These statements are not guarantees of future performance and involve risks, uncertainties
and assumptions that are difficult to predict, many of which are beyond the Company’s control, including, without limitation, risks
related to the Company’s ability to effect the Reverse Stock Split and uplist its common stock on NYSE American or another national
exchange, and other risks that may be included in the periodic reports and other filings that the Company files or furnishes from time
to time with the U.S. Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 20-F, particularly
under the heading “Risk Factors”. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted
in the forward-looking statements. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes
no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report on Form 6-K, except
as required by applicable law.
| Exhibit No. |
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Description of Exhibit |
| 99.1 |
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Press release, dated September 25, 2025. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: September 26, 2025 |
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Lytus Technologies Holdings PTV. Ltd. |
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By: |
/s/ Dharmesh Pandya |
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Name: |
Dharmesh Pandya |
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Title: |
Chief Executive Officer |
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