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 October 2026
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 ☐
On September 30, 2026, Neo-Concept International
Group Holdings Limited (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with a single institutional investor, pursuant to which the Company agreed to issue and sell (the “Offering”): (i) 250,000
Class A ordinary shares of the Company, par value $0.0025 per share (the “Class A Ordinary Shares”) (the “Shares”),
at a purchase price of $1.00 per share; and (ii) pre-funded warrants to purchase up to 1,750,000 Class A Ordinary Shares (the “Pre-Funded
Warrants”) at a purchase price of $0.99 per Pre-Funded Warrant.
The Offering closed on October 1, 2026. The Company
received approximately $2.0 million in gross proceeds from the Offering, before deducting placement agent fees and estimated offering
expenses. The Company intends to use the net proceeds from the Offering for working capital.
Each Pre-Funded Warrant represents the right to
purchase one (1) Class A Ordinary Share at an exercise price of $0.01 per share.
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.
Additionally, on September 30, 2026, each of the directors
and officers of the Company entered into a lock-up agreement (collectively, the “Lock-Up Agreements”), pursuant to which each
of them agreed not to sell or transfer any of the Company’s securities held by them, subject to certain customary exceptions, during
the ninety (90)-day period following the closing of the Offering.
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 registration statement on Form F-3 (File No. 333-297635),
as amended (the “Registration Statement”) and a prospectus supplement dated September 30, 2026. The Registration Statement
became effective on July 30, 2026.
On September 30, 2026, the Company entered into a placement agency
agreement (the “Placement Agency Agreement”) with Univest Securities, LLC (“Univest” or the “Placement Agent”),
pursuant to which the Company engaged Univest as the exclusive placement agent in connection with the Offering. Under the Placement Agency
Agreement, the Company agreed to pay the Placement Agent a placement agent fee in cash equal to seven percent (7%) of the aggregate gross
proceeds raised from the sale. The Company also agreed to reimburse the Placement Agent at closing for legal and other expenses incurred
by them in connection with the Offering in an amount not to exceed $50,000.
The foregoing summaries of the Pre-Funded Warrants,
the Placement Agency Agreement, the Purchase Agreement and the Lock-Up Agreements do not purport to be complete and are subject to, and
qualified in their entirety by, such documents, which are filed as Exhibits 4.1, 10.1, 10.2 and 10.3, respectively, hereto and incorporated
by reference herein.
On September 30, 2026, the Company issued a press release announcing
the pricing of the Offering, a copy of which is furnished as Exhibit 99.1 hereto.
This Report is incorporated by reference into the registration statement
on Form F-3 (File No. 333-297635) and prospectus supplement of the Company, filed with the SEC, 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 Offering. 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 our 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 |
| 5.1 |
|
Opinion of Harney Westwood & Riegels, regarding the validity of the Class A Ordinary Shares being registered |
| 5.2 |
|
Opinion of Charles Wilson LLP, regarding the validity of the Pre-Funded Warrants being registered |
| 10.1 |
|
Form of Placement Agency Agreement |
| 10.2 |
|
Form of Securities Purchase Agreement |
| 10.3 |
|
Form of Lock-up Agreement |
| 99.1 |
|
Press Release on Pricing of the Company’s Registered Direct Offering, dated September 30, 2026 |
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: October 1, 2026 |
| |
By: |
/s/ Pengfei Jiang |
| |
Name: |
Pengfei Jiang |
| |
Title: |
Chief Executive Officer and Chairman of the Board |
2
Exhibit 99.1
Neo-Concept International Group Holdings Ltd Announces Pricing of
$2.0 Million Registered Direct Offering
HONGKONG, Sept. 30, 2026 (GLOBE NEWSWIRE) -- Neo-Concept International
Group Holdings Ltd (NASDAQ: NCI) (“Neo-Concept” or the “Company”), a one-stop apparel solution services provider,
today announced that it has entered into securities purchase agreements with certain institutional investor for the purchase and sale
of 2,000,000 of the Company’s Class A ordinary shares (the “Class A ordinary shares”) (or pre-funded warrants in lieu
of Class A ordinary shares), at an offering price of $1.00 per share (or $0.99 per pre-funded warrant, which is equal to the per share
offering price minus the $0.01 per share exercise price of each pre-funded warrant), in a registered direct offering(the “Offering”).In
addition, the purchaser may elect to purchase up to 200% additional Class A ordinary shares and/or pre-funded warrants at the same purchase
price within sixty (60) days of the date hereof, subject to certain conditions.
The gross proceeds to the Company from the registered direct offering
are estimated to be approximately $2.0 million before deducting the placement agent’s fees and other estimated offering expenses.
The offering is expected to close on or about October 1, 2026, subject to the satisfaction of customary closing conditions.
Univest Securities, LLC is acting as the sole placement agent.
The registered direct offering is being made pursuant to a shelf registration
statement on Form F-3, as amended (File No. 333-297635) previously filed by the Company with the U.S. Securities and Exchange Commission
(“SEC”) and became effective on July 30, 2026. A final prospectus supplement and accompanying prospectus describing the terms
of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.
Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Univest
Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.
This press release does not constitute an offer to sell or the solicitation
of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement
relating to the registered direct offering, together with the accompanying base prospectus will be filed by the Company and, upon filing,
can be obtained at the SEC’s website at www.sec.gov.
About Neo-Concept International Group Holdings Ltd
Neo-Concept International Group Holdings Limited (“NCI”)
is a one-stop apparel solution services provider. It offers a full suite of services in the apparel supply chain, including market trend
analysis, product design and development, raw material sourcing, production and quality control, and logistics management serving customers
located in the European and North American markets. It also sells its own branded apparel products under the brand “Les100Ciels”
through retail stores in UK and the UAE as well as the e-commerce platform www.les100ciels.com.
NCI is dedicated to minimizing its environmental footprint by implementing
various eco-friendly practices. It prioritizes recycling, clean processes, and traceable sourcing as part of its commitment to reducing
environmental impact. Additionally, NCI actively seeks sustainable solutions throughout the garment production process, aiming to meet
the needs of its customers in an environmentally responsible manner. For more information, visit the Company’s website at www.nci-global.com.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements.
These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections
about future events and financial trends that the Company believes may affect its financial condition, results of operations, business
strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,”
“expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,”
“potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no
obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations,
except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are
reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results
may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results
in the Company’s registration statement and in its other filings with the U.S. Securities and Exchange Commission.
For enquiry, please contact:
Neo-Concept International Group Holdings Limited
10/F, Seaview
Centre
No.139-141 Hoi Bun Road
Kwun Tong, Kowloon, Hong Kong
(+852) 2798-8639
Email: ir@neo-ig.com
