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 June 2026
Commission File Number: 001-42024
Mingteng International Corporation Inc.
No. 10 Fushi Road, Luoshe Town, Huishan District,
Wuxi, Jiangsu Province, China 214000
(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 ☐
On June 17, 2026, Mingteng International Corporation
Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional
investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the
“Offering”): (i) 457,355 Class A ordinary shares of the Company, par value $0.00005 per share (the “Class A Ordinary
Shares”) (the “Shares”), at a purchase price of $2.00 per Share; and (ii) pre-funded warrants (the “Pre-Funded
Warrants”) to purchase up to 1,022,645 Class A Ordinary Shares, at a purchase price of $1.99995 per Pre-Funded Warrant (equal to
the $2.00 purchase price per Share, less the $0.00005 per share exercise price of the Pre-Funded Warrants).
In a concurrent private placement (the “Private
Placement” and, together with the Offering, the “Offerings”), the Company also agreed to issue and sell to the same
investors unregistered warrants (the “Private Warrants”) to purchase up to 1,480,000 Class A Ordinary Shares, at an exercise
price of $2.00 per Class A Ordinary Share. The Private Warrants are exercisable from the closing of the Private Placement and will expire
eighteen (18) months from the date of issuance.
The Offerings closed on June 18, 2026. The Company
received approximately $2.96 million in gross proceeds from the Offerings, before deducting placement agent fees and estimated offering
expenses. The Company intends to use the net proceeds from the Offerings for working capital and general corporate purposes.
The Pre-Funded Warrants were sold to the Purchasers
whose purchase of the Shares in the Offering would otherwise have resulted in the Purchasers, together with their affiliates and certain
related parties, beneficially owning more than 4.99% or 9.99% (as applicable to the relevant Purchaser) of the outstanding issued and
outstanding Class A Ordinary Shares of the Company following the consummation of the Offering. Each Pre-Funded Warrant represents the
right to purchase one Class A Ordinary Share at an exercise price of $0.00005 per share. The Pre-Funded Warrants are exercisable immediately
and may be exercised at any time until the Pre-Funded Warrants are exercised in full (subject to the beneficial ownership limitation described
above).
The Purchase Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations
of the parties, and termination provisions. In connection with the Offerings, the shareholders listed on the schedule to the Purchase
Agreement (including the Company’s directors and executive officers) entered into lock-up agreements with the Placement Agent, pursuant
to which they agreed not to sell or transfer any of the Company’s securities that they hold, subject to certain customary exceptions,
during the 60-day period following the closing of the Offerings.
The Shares, the Pre-Funded Warrants and the Class
A Ordinary Shares underlying the Pre-Funded Warrants were offered by the Company pursuant to a shelf registration statement on Form
F-3 (File No. 333-287843) (the “Registration Statement”), previously filed with and declared effective by the Securities
and Exchange Commission (the “Commission”) on November 18, 2025, the base prospectus filed as part of the Registration Statement,
and the prospectus supplement dated June 17, 2026 (the “Prospectus Supplement”).
The Private Warrants and the Class A Ordinary
Shares issuable upon exercise thereof were offered and sold in the Private Placement in a transaction not involving a public offering
pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated
thereunder, and have not been registered under the Securities Act or applicable state securities laws, and may not be offered or sold
in the United States absent registration under the Securities Act or an applicable exemption from such registration requirements. The
Private Warrants and the underlying Class A Ordinary Shares are “restricted securities” within the meaning of Rule 144 under
the Securities Act, and the certificates or book-entry positions representing such securities will bear a customary restrictive legend.
On June 17, 2026, the Company entered into a placement
agency agreement (the “Placement Agency Agreement”) with FT Global Capital, Inc. (“FT Global” or the “Placement
Agent”), pursuant to which the Company engaged FT Global as the exclusive placement agent in connection with the Offerings. The
Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Shares, the Pre-Funded Warrants and the Private
Warrants. Under the Placement Agency Agreement, the Company agreed to pay the Placement Agent a cash placement agent fee equal to 7.0%
of the aggregate gross proceeds raised in the Offerings, and to reimburse the Placement Agent for certain of its Offerings related expenses
in an amount not to exceed $110,000.
As additional compensation, the Company also agreed to issue to the Placement Agent or its designees, at the closing of the Offerings,
warrants (the “Placement Agent Warrants”) to purchase up to 111,000 Class A Ordinary Shares, representing 7.5% of the aggregate
number of Class A Ordinary Shares (including the Class A Ordinary Shares underlying the Pre-Funded Warrants) sold in the Offering, at
an exercise price of $2.40 per Class A Ordinary Share (equal to 120% of the public offering price per Share). The Placement Agent Warrants
are exercisable, in whole or in part, at any time from the date of the Offering and will expire on the eighteen (18)-month anniversary
of the date of issuance. Pursuant to FINRA Rule 5110(e)(1), neither the Placement Agent Warrants nor the Class A Ordinary Shares underlying
the Placement Agent Warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale,
derivative, put or call transaction that would result in their effective economic disposition, for a period of 180 days beginning on the
date of commencement of sales in the Offering, except as provided under FINRA Rule 5110(e)(2). The Placement Agent Warrants and the Class
A Ordinary Shares underlying the Placement Agent Warrants were not offered pursuant to the Registration Statement, and were offered and
sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated
thereunder, and are “restricted securities” within the meaning of Rule 144 under the Securities Act.
The foregoing summaries of the Pre-Funded
Warrants, the Private Warrants, Placement Agent Warrant, Purchase Agreement and the Placement Agency Agreement do not purport to be
complete and are subject to, and qualified in their entirety by, such documents filed as Exhibits 4.1, 4.2, 4.3, 10.1 and 10.2,
respectively, hereto and incorporated by reference herein. Copies of the pricing press release and closing press release related to
the Offerings are furnished as Exhibit 99.1 and 99.2 hereto and is incorporated by reference herein.
Copies of the opinion of Mourant Ozannes (Cayman)
LLP, Cayman Islands counsel to the Company, and the opinion of Ortoli Rosenstadt LLP, U.S. counsel to the Company, relating to the legality
of the issuance and sale of the Shares and the Pre-Funded Warrants, respectively, are filed as Exhibits 5.1 and 5.2 hereto, respectively.
This Report is incorporated by reference into
the Registration Statement on Form
F-3 (File No. 333-287843) of the Company, filed with the Commission, to be a part thereof from the date on which this report is submitted,
to the extent not superseded by documents or reports subsequently filed or furnished.
This Report shall not constitute an offer to sell
any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
Forward-Looking Statements:
This Report contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal
securities laws. For example, the Company is using forward-looking statements when it discusses the closing of the Registered Direct Offering
and the anticipated use of proceeds therefrom. All statements other than statements of historical facts included in this Report are forward-looking
statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only
on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans and strategies,
projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which
are outside of the Company’s control. The Company’s actual results and financial condition may differ materially from those
indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors
that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking
statements include the risks and uncertainties described in the Company’s annual report on Form 20-F for the year ended December
31, 2025, filed with the Commission on April 30, 2026, and the Company’s other filings with the Commission. The Company undertakes
no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as
a result of new information, future developments or otherwise.
Exhibit Index
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Private Warrant |
| 4.3 |
|
Form of Placement Agent Warrant |
| 5.1 |
|
Opinion of Mourant Ozannes (Cayman) LLP |
| 5.2 |
|
Opinion of Ortoli Rosenstadt LLP |
| 10.1 |
|
Form of Securities Purchase Agreement, dated June 17, 2026, by and among the Company and the purchasers thereto |
| 10.2 |
|
Placement Agent Agreement, dated June 17, 2026 |
| 23.1 |
|
Consent of Mourant Ozannes (Cayman) LLP (included in Exhibit 5.1) |
| 23.2 |
|
Consent of Ortoli Rosenstadt LLP (included in Exhibit 5.2) |
| 99.1 |
|
Press Release on Pricing of the Company’s Registered Direct Offering |
| 99.2 |
|
Press Release on Closing of the Company’s Registered Direct Offering |
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, thereunto
duly authorized.
| Date: June 18, 2026 |
Mingteng International Corporation Inc. |
| |
|
|
| |
By: |
/s/ Yingkai Xu |
| |
Name: |
Yingkai Xu |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Mingteng
International Corporation Inc. Announces Pricing of $2.96 Million Registered Direct Offering and Concurrent Private Placement
Jiangsu,
China, June 17, 2026 (GLOBE NEWSWIRE) -- Mingteng International Corporation Inc. (Nasdaq: MTEN) (the “Company”) today announced
the pricing of its registered direct offering of 1.48 million Class A ordinary shares, par value $0.00005 per share (“Class A Ordinary
Shares”), at a purchase price of $2.00 per share, and pre-funded warrants to purchase Class A Ordinary Shares at an original exercise
price of $2.00, with $1.99995 of the original exercise price pre-funded at the closing, and a remaining exercise price of $0.00005 per
Class A Ordinary Share. In a concurrent private placement, the Company also issued to the same investors unregistered warrants to purchase
up to 1.48 million Class A Ordinary Shares (the “Private Warrants”), at an exercise price of $2.00 per Class A Ordinary Share.
The Private Warrants are exercisable from the closing and will expire 18 months from the date of issuance.
The
gross proceeds from the offering and the concurrent private placement will be approximately $2.96 million, before deducting placement
agent fees and other offering expenses.
The
Company intends to use the net proceeds from this offering for working capital and general corporate purposes.
The
offering is expected to be closed on or about June 18, 2026.
FT
Global Capital, Inc. is acting as the exclusive placement agent for the offering.
The
offering was made pursuant to the Company’s “shelf” registration statement on Form F-3 (File No. 333- 287843), initially
filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 6, 2025 and declared effective on June 25, 2025,
as amended by Post-Effective Amendment No. 1 filed on October 7, 2025 and Post-Effective Amendment No. 2 filed on October 24, 2025, and
declared effective by the SEC on November 18, 2025. A prospectus supplement and accompanying base prospectus describing the terms of
the offering will be filed with the SEC and is available on the SEC’s website at www.sec.gov.
The
Private Warrants and the Class A Ordinary Shares issuable upon exercise thereof were offered and sold in a private placement in a transaction
not involving a public offering pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
and/or Regulation D promulgated thereunder, and have not been registered under the Securities Act or applicable state securities laws.
Accordingly, such securities may not be offered or sold in the United States absent registration under the Securities Act or an applicable
exemption from such registration requirements.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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.
Safe
Harbor Statement
This
press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including those regarding Mingteng International
Corporation Inc.’s beliefs and expectations about its business strategy, growth outlook, and operational plans are forward-looking
statements. Forward-looking statements involve inherent risks and uncertainties. Several factors could cause actual results to differ
materially from those contained in any forward-looking statement. These factors include, but are not limited to: (i) capital and credit
market volatility, (ii) local and global economic conditions, (iii) anticipated growth strategies and integration plans, (iv) regulatory
changes or governmental approvals, and (v) future business development, operational results, and financial performance of Mingteng International
Corporation Inc. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,”
“expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,”
“plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other
similar expressions. All information provided in this press release is as of the date of this press release, and Mingteng International
Corporation Inc. undertakes no obligation to update such information, except as required under applicable law.
About
Mingteng International Corporation Inc.
Based
in China, Mingteng International Corporation Inc. is an automotive mold developer and supplier that focuses on molds used in auto
parts. The Company provides customers with comprehensive and personalized mold services, covering mold design and development, mold production,
assembly, testing, repair and after-sales service. With its production plant located in Wuxi, China, the Company aims to build a systematic
solution for automobile mold services and create a personalized and integrated “Turnkey Project” for customers. The Company’s
main products are casting molds for turbocharger systems, braking systems, steering and differential system, and other automotive system
parts. The Company also produces molds for new energy electric vehicle motor drive systems, battery pack systems, and engineering hydraulic
components, which are widely used in automobile, construction machinery and other manufacturing industries. For more information, please
visit the Company’s website: https://ir.wxmtmj.cn/.
For
investor and media inquiries, please contact:
Mingteng
International Corporation Inc.
Investor Relations Department
Email: ir@wxmtmj.cn
Exhibit 99.2
Mingteng International Corporation Inc. Announces
Closing of $2.96 Million Registered Direct Offering and Concurrent Private Placement
Jiangsu, China, June 18, 2026 (GLOBE NEWSWIRE)
-- Mingteng International Corporation Inc. (Nasdaq: MTEN) (the “Company”) today announced the closing of its previously announced
registered direct offering of 1.48 million Class A ordinary shares, par value $0.00005 per share (“Class A Ordinary Shares”),
at a purchase price of $2.00 per share, and pre-funded warrants to purchase Class A Ordinary Shares at an original exercise price of $2.00,
with $1.99995 of the original exercise price pre-funded at the closing, and a remaining exercise price of $0.00005 per Class A Ordinary
Share. In a concurrent private placement, the Company also issued to the same investors unregistered warrants to purchase up to
1.48 million Class A Ordinary Shares (the “Private Warrants”), at an exercise price of $2.00 per Class A Ordinary Share. The
Private Warrants are exercisable from the closing and will expire 18 months from the date of issuance.
The gross proceeds from the offering and the concurrent
private placement were approximately $2.96 million, before deducting placement agent fees and other offering expenses.
The Company intends to use the net proceeds from
this offering for working capital and general corporate purposes.
The offering and the concurrent private placement
closed on June 18, 2026.
FT Global Capital, Inc. is acting as the exclusive
placement agent for the offering.
The offering was made pursuant to the Company’s
“shelf” registration statement on Form F-3 (File No. 333- 287843), initially filed with the U.S. Securities and Exchange Commission
(the “SEC”) on June 6, 2025 and declared effective on June 25, 2025, as amended by Post-Effective Amendment No. 1 filed on
October 7, 2025 and Post-Effective Amendment No. 2 filed on October 24, 2025, and declared effective by the SEC on November 18, 2025.
A prospectus supplement and accompanying base prospectus describing the terms of the offering has been filed with the SEC and is available
on the SEC’s website at www.sec.gov.
The Private Warrants and the Class A Ordinary
Shares issuable upon exercise thereof were offered and sold in a private placement in a transaction not involving a public offering pursuant
to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder,
and have not been registered under the Securities Act or applicable state securities laws. Accordingly, such securities may not be offered
or sold in the United States absent registration under the Securities Act or an applicable exemption from such registration requirements.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, 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.
Safe Harbor Statement
This press release contains forward-looking statements.
These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995.
Statements that are not historical facts, including those regarding Mingteng International Corporation Inc.’s beliefs and expectations
about its business strategy, growth outlook, and operational plans are forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties. Several factors could cause actual results to differ materially from those contained in any forward-looking
statement. These factors include, but are not limited to: (i) capital and credit market volatility, (ii) local and global economic conditions,
(iii) anticipated growth strategies and integration plans, (iv) regulatory changes or governmental approvals, and (v) future business
development, operational results, and financial performance of Mingteng International Corporation Inc. In some cases, forward-looking
statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,”
“target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,”
“continue,” “is/are likely to,” or other similar expressions. All information provided in this press release is
as of the date of this press release, and Mingteng International Corporation Inc. undertakes no obligation to update such information,
except as required under applicable law.
About Mingteng International Corporation Inc.
Based in China, Mingteng International Corporation
Inc. is an automotive mold developer and supplier that focuses on molds used in auto parts. The Company provides customers with comprehensive
and personalized mold services, covering mold design and development, mold production, assembly, testing, repair and after-sales service.
With its production plant located in Wuxi, China, the Company aims to build a systematic solution for automobile mold services and create
a personalized and integrated “Turnkey Project” for customers. The Company’s main products are casting molds for turbocharger
systems, braking systems, steering and differential system, and other automotive system parts. The Company also produces molds for new
energy electric vehicle motor drive systems, battery pack systems, and engineering hydraulic components, which are widely used in automobile,
construction machinery and other manufacturing industries. For more information, please visit the Company’s website: https://ir.wxmtmj.cn/.
For investor and media inquiries, please contact:
Mingteng International Corporation Inc.
Investor
Relations Department
Email: ir@wxmtmj.cn
