ROFR capped at 64.72% in Newegg Commerce (NASDAQ: NEGG) deal

Rhea-AI Filing Summary

Newegg Commerce, Inc. filed a Form 6-K to disclose a third amendment to its Amended and Restated Shareholders Agreement. The amendment, dated August 13, 2025, limits the ROFR Right in Section 1.03 to 64.72% of the Company’s common shares subject to that right, collectively owned by each Principal Shareholder and its Affiliates as of May 19, 2021.

The amendment is documented in Exhibit 99.1 and the Form 6-K, including this exhibit, is incorporated by reference into Newegg’s existing Form F-3 and two Form S-8 registration statements.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 August 2025

Commission File Number: 001-34661

Newegg Commerce, Inc.

(Translation of registrant’s name in English)

21688 Gateway Center Drive, Suite 300
Diamond Bar, CA 91765

(Address of principal executive offices)

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 ☐

Incorporation by Reference

The information contained in this Report on Form 6-K, including Exhibit 99.1, shall be deemed to be incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-265985) and the Company’s registration statements on Form S-8 (File Nos. 333-267842 and 333-259485) and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Shareholders Agreement Amendment

On August 13, 2025, Newegg Commerce, Inc. (the “Company”), Mr. Fred Chang (“Mr. Chang”), and other Company shareholders entered into a third amendment (the “Third Amendment”) to the Company’s Amended and Restated Shareholders Agreement, dated as of May 19, 2021 (the “Shareholders Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Shareholders Agreement. The Third Amendment limited the ROFR Right in Section 1.03 of the Shareholders Agreement to 64.72% of the Company’s common shares that are subject to such ROFR Right collectively owned by each Principal Shareholder and its Affiliates as of May 19, 2021. The description of the Third Amendment is qualified in its entirety by the actual terms of the Third Amendment, which is attached hereto as Exhibit 99.1 and incorporated by reference.

INDEX TO EXHIBITS

Exhibit Number		Exhibit Title
99.1		Third Amendment to the Amended and Restated Shareholders Agreement, dated August 13, 2025

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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.

	Newegg Commerce, Inc.
August 15, 2025	By:	/s/ Christina Ching
		Christina Ching
		Interim Chief Financial Officer

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FAQ

What did Newegg Commerce (NEGG) change in its shareholders agreement?

Newegg Commerce entered into a third amendment to its Amended and Restated Shareholders Agreement. The amendment limits the ROFR Right in Section 1.03 to 64.72% of the common shares subject to that right for each Principal Shareholder and its Affiliates as of May 19, 2021.

How does the new 64.72% ROFR limit affect Newegg Commerce shareholders?

The amendment caps the ROFR Right at 64.72% of the Company’s common shares subject to that right for each Principal Shareholder and its Affiliates. This changes how much of those ROFR-covered shares can be subject to that contractual right, based on holdings as of May 19, 2021.

When was Newegg Commerce’s third amendment to the shareholders agreement signed?

The third amendment to Newegg Commerce’s Amended and Restated Shareholders Agreement was entered into on August 13, 2025. It modifies Section 1.03 regarding the ROFR Right using a 64.72% limit tied to ownership levels as of May 19, 2021.

Which SEC registration statements incorporate this Newegg Commerce 6-K by reference?

This Form 6-K, including Exhibit 99.1, is incorporated by reference into Newegg Commerce’s Form F-3 registration statement (File No. 333-265985) and its Form S-8 registration statements (File Nos. 333-267842 and 333-259485), becoming part of those filings from the date of filing.

Who are the parties to Newegg Commerce’s third amendment to the shareholders agreement?

The third amendment is between Newegg Commerce, Inc., Mr. Fred Chang, and other Company shareholders. It modifies the existing Amended and Restated Shareholders Agreement dated May 19, 2021, specifically adjusting the ROFR Right in Section 1.03 using the 64.72% limitation.

Where can investors find the full terms of Newegg Commerce’s third amendment?

The complete terms of the third amendment are contained in Exhibit 99.1 to the Form 6-K. The filing notes that the brief description is qualified in its entirety by this exhibit, which is incorporated by reference into several of Newegg’s registration statements.