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 August 2025
Commission File Number: 001-41568
Erayak Power Solution Group Inc.
No. 528, 4th Avenue
Binhai Industrial Park
Wenzhou, Zhejiang Province
People’s Republic of China 325025
+86-577-86829999
(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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On July 31, 2025, ERAYAK Power Solution Group
Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors
named thereto (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering
(the “Registered Direct Offering”): (i) 32,155,921 class A ordinary shares (the “Class A Ordinary Shares”) of
the Company of par value of $0.0001 each (the “Shares”), at a purchase price of $0.065 per share; and (ii) pre-funded warrants
to purchase up to 75,536,386 Class A Ordinary Shares (the “Pre-Funded Warrants”) at a purchase price of $0.065 to the purchase
price for Shares, less the exercise price of $0.0001 per share. .
The Registered Direct Offering closed on August
1, 2025. The Company received approximately $7 million in gross proceeds from the Registered Direct Offering, before deducting placement
agent fees and estimated offering expenses. The Company intends to use the net proceeds from the Registered Direct Offering for its automated
warehousing system, product development and certification, sales and marketing and working capital and inventory replenishment.
The Pre-Funded Warrants were sold to the Purchasers,
whose purchase of the Shares in the Registered Direct Offering would otherwise have resulted in the Purchasers, together with its affiliates
and certain related parties, beneficially owning more than 4.99% of the outstanding share capital of the Company following the consummation
of the Registered Direct Offering. Each Pre-Funded Warrant represents the right to purchase one Class A Ordinary Share at an exercise
price of $0.0001 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. Additionally, each of the directors and executive officers of the Company entered into a lock-up
agreement, pursuant to which they agreed not to sell or transfer any of the Company securities which they hold, subject to certain customary
exceptions, during the six (6) month period following the closing of the Registered Direct Offering.
The Shares, the Pre-Funded Warrants and Placement
Agent Warrants, the Class A Ordinary Shares underlying the Pre-funded Warrants and the Placement Agent Warrants were offered by the Company
pursuant to a registration statement on Form
F-3 (File No.333-278347) (the “Registration Statement”), previously filed and declared effective by the Securities and
Exchange Commission (the “Commission”) on May 16, 2024, the base prospectus filed as part of the Registration Statement, and
the prospectus supplement dated August 1, 2025 (the “Prospectus Supplement”).
On July 31, 2025, the Company entered into a letter
of engagement (the “LOE”) with Craft Capital Management LLC (“Craft”
or the “Placement Agent”), pursuant to which the Company engaged Craft as the
exclusive placement agent in connection with the Registered Direct Offering. The Placement Agent agreed to use its reasonable best efforts
to arrange for the sale of the Shares and the Pre-Funded Warrants. In addition, under the Placement Agency Agreement the Company agreed
to pay the Placement Agent a placement agent fee in cash equal to seven percent (6.0%) 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 Registered Direct Offering in an amount not to exceed $125,000. In connection with the Offering, the Company also issued, as
additional compensation, warrants (the “Placement Agent Warrants”) to Craft Capital Management LLC (the “Placement Agent”)
or its designees to purchase an aggregate of up to 6,461,538 Class A Ordinary Shares, being 6% of the aggregate number of the Shares and
Pre-funded Warrant Shares (such shares that are issuable from time to time upon exercise of the Placement Agent Warrants (the “Placement
Agent Warrant Shares”)). The Placement Agent Warrants are exercisable immediately after issuance and from time to time, in whole
or in part, at an exercise price equal to $0.08125, being 125% of the purchase price of each Share, and will expire five (5) years following
the closing of the offering.
The foregoing summaries of the Purchase Agreement,
the Placement Agent Warrants, and the Pre-Funded Warrants do not purport to be complete and are subject to, and qualified in their entirety
by, such documents filed as Exhibits 10.1 4.1 and 4.2, respectively, hereto and incorporated by reference herein. Copies of the press
release related to the Registered Direct Offering entitled “Erayak Power Solution Group Inc. Announces $7 Million Registered Direct
Offering” and “Erayak Power Solution Group Inc. Announces Closing of $7 Million Registered Direct Offering” are furnished
as Exhibit 99.1 and 99.2 hereto and are incorporated by reference herein.
Copies of the opinions of Harney Westwood &
Riegels and Ortoli Rosenstadt LLP 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 statements on Form
F-3 (File No. 333-278347) 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.
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, 2024, filed with the Commission on April 23, 2025, 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 Placement Agent Warrant |
| 4.2 |
|
Form of Pre-Funded Warrant |
| 5.1 |
|
Opinion of Harney Westwood & Riegels |
| 5.2 |
|
Opinion of Ortoli Rosenstadt LLP |
| 10.1 |
|
Securities Purchase Agreement, dated July 31, 2025, by and among the Company and the purchasers thereto |
| 10.2 |
|
Letter of Engagement, dated July 31, 2025 |
| 23.1 |
|
Consent of Harney Westwood & Riegels (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.
| |
ERAYAK Power Solution Group Inc. |
| |
|
| |
By: |
/s/ Lingyi Kong |
| |
Name: |
Lingyi Kong |
| |
Title: |
Chief Executive Officer |
Date: August 1, 2025
