[6-K] Neo-Concept International Group Holdings Limited Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Sonnet BioTherapeutics Holdings, Inc. (NASDAQ: SONN) filed an 8-K announcing a $2.0 million private placement of zero-interest convertible notes and accompanying warrants. The notes, issued on 30 June 2025, mature on 30 June 2026 and can be converted at any time into up to 1,730,104 common shares at a fixed price of $1.156.

Investors also purchased five-year warrants for 865,052 shares at the same $1.156 exercise price, providing approximately $50,000 additional cash proceeds. If the company completes a subsequent equity raise of at least $5.0 million, any outstanding principal will automatically convert into the securities offered in that financing. Should such a financing not occur within 90 days, investors may buy an extra 3,460,208 warrants at $0.25 per share, and Sonnet must file a registration statement covering all underlying securities.

Ownership limits of 4.99%, 9.99% or 19.99% (at each investor’s election) apply to both note conversions and warrant exercises. The securities were issued under Sections 4(a)(2) and/or Rule 506(b) of Regulation D. Exhibit filings include the form of Convertible Note (Ex. 4.1) and Warrant (Ex. 4.2).

• Total immediate proceeds: $2.05 million.
• Potential future dilution: up to 6.06 million shares if all notes convert and all warrants (initial and contingent) are exercised.
• No cash interest expense until maturity, but notes represent a direct financial obligation.

Positive

• $2.05 million in immediate gross proceeds enhances near-term liquidity.
• Notes bear 0% interest, lowering cash outflows compared with standard debt.
• Automatic conversion on a ≥$5 million subsequent raise could streamline future capital structure.

Negative

• Potential issuance of up to 6.06 million new shares (notes + warrants) could significantly dilute existing shareholders.
• Contingent $0.25 warrants, if triggered, represent a deep discount to current conversion price.
• Notes constitute a direct financial obligation maturing in one year, introducing refinancing risk if shares cannot be converted.

Insights

Financial Analyst

TL;DR — $2 M zero-interest notes aid liquidity but introduce meaningful dilution risk.

The financing delivers $2.05 million gross, welcome given Sonnet’s cash‐intensive R&D model. Zero coupon reduces cash burn versus traditional debt. Conversion and warrant strike at $1.156 (near recent trading levels) cap potential upside and create a ceiling on share price appreciation. Automatic conversion on a ≥$5 million raise may simplify future capital structure but could pressure pricing of that follow-on. Failure to raise funds within 90 days triggers issuance of 3.46 million $0.25 warrants, a steeply dilutive fallback. Overall, the deal is neutral: it supplies short-term cash yet leaves investors facing sizable potential share expansion.

Risk Analyst

TL;DR — Contingent low-priced warrants amplify dilution and headline leverage risk.

While the principal carries no interest, the note is a direct financial obligation maturing in 12 months. Up to 6.06 million shares—roughly several times average daily volume—could enter the market, challenging price stability. The 90-day contingency places pressure on management to complete a ≥$5 million financing quickly; failure results in deeply discounted $0.25 warrants, potentially eroding shareholder value. Beneficial ownership caps reduce control risk but do not mitigate aggregate dilution. I view the disclosure as modestly negative due to structural downside if capital markets remain tight.

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 July, 2025

Commission File Number: 001- 42016

Neo-Concept International Group Holdings Ltd

(Registrant’s Name)

10/F, Seaview Centre

No.139-141 Hoi Bun Road

Kwun Tong

Kowloon, Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F ☐

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on July 8, 2024, Neo-Concept International Group Holdings Ltd (the “Company”) received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company for the period from May 21, 2024 to July 5, 2024, the Company no longer met the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share.  Nasdaq provided the Company with an 180 calendar days compliance period, or until January 6, 2024, in which to regain compliance with Nasdaq continued listing requirement. On January 7, 2025, the Company received a letter from Nasdaq, indicating that the Company was granted an additional 180 calendar days, until July 7, 2025, to regain compliance with the minimum bid price requirement of $1 per share, as stipulated by Nasdaq Listing Rule 5550(a)(2).

On July 1, 2025, the Company received notification from Nasdaq that the Staff has determined that for the last 10 consecutive business days, from June 16 to June 30, 2025, the closing bid price of the Company’s Class A Ordinary Shares has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and this matter is now closed.

1

Financial Statements and Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Press Release, dated July 2, 2025

2

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.

	Neo-Concept International Group Holdings Limited
Date: July 2, 2025	By:	/s/ Eva Yuk Yin Siu
	Name:	Eva Yuk Yin Siu
	Title:	Chief Executive Officer, Chairlady of the Board and Director

3

FAQ

How much capital did Sonnet BioTherapeutics (SONN) raise in this financing?

The company received $2.0 million from convertible notes plus about $50,000 from warrant sales, totaling approximately $2.05 million.

What are the key terms of the SONN convertible notes?

The notes mature on June 30, 2026, carry 0% interest, and are convertible at $1.156 per share into up to 1,730,104 shares.

What warrants were issued alongside the convertible notes?

Investors received 865,052 five-year warrants exercisable at $1.156 and may receive an additional 3,460,208 warrants at $0.25 if no $5 M raise occurs within 90 days.

When do the contingent $0.25 warrants become available?

If Sonnet does not complete a ≥$5 million equity offering within 90 days of the note issuance, investors can buy the extra warrants.

Are there ownership limits on note conversion and warrant exercise?

Yes. Investors elected caps of 4.99%, 9.99%, or 19.99% of outstanding common shares to avoid exceeding those thresholds.

Under which securities law exemptions were the notes and warrants issued?

The securities were sold relying on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D.