Ridgetech (NASDAQ: RDGT) approves 100,000 100-vote preferred shares for chair

Rhea-AI Filing Summary

Ridgetech, Inc., a Cayman Islands company listed on Nasdaq, has elected to follow Cayman home country corporate governance practices in lieu of certain Nasdaq Listing Rules 5600 Series, supported by a legal opinion from its Cayman counsel confirming this election is permitted under Cayman law and its memorandum and articles of association.

The board authorized and designated 2,000,000 Series A Preferred Shares, each carrying 100 votes per share and convertible at the holder’s option into one ordinary share, subject to specified adjustments and automatic conversion on certain events. On July 16, 2026, chair Lingtao Kong agreed to subscribe for 100,000 Series A Preferred Shares at US$0.001 per share, for an aggregate subscription amount of US$100, after review and approval by the Audit Committee as a related party transaction. The issuance is intended to promote continuity of leadership and strategic direction, retain and incentivize the chair, and enhance the company’s ability to respond to hostile takeover or other unsolicited change-of-control transactions, while aiming to minimize economic dilution to existing shareholders.

Filing Explained

The report now forms part of listed registration statements, but it does not establish that the 100,000 preferred shares were issued.

On July 21, 2026, Ridgetech reports an agreement for Lingtao Kong to subscribe for 100,000 Series A Preferred Shares, but does not report that the shares were issued; the disclosed 100-vote and conversion terms therefore remain terms of an agreed transaction rather than a completed change in ownership or voting power.

The report is incorporated by reference into the company’s listed Form F-3 and Form S-8 registration statements from the date furnished, unless later superseded.

Key Figures

Authorized Series A Preferred Shares: 2,000,000 shares Series A shares subscribed by chair: 100,000 shares Subscription price per Series A share: US$0.001 per share +2 more

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Authorized Series A Preferred Shares 2,000,000 shares Authorized and designated by the board on June 29, 2026

Series A shares subscribed by chair 100,000 shares Subscribed by chair Lingtao Kong under the Subscription Agreement

Subscription price per Series A share US$0.001 per share Price agreed in the Subscription Agreement for Series A Preferred Shares

Aggregate Series A subscription amount US$100 Total consideration for 100,000 Series A Preferred Shares

Voting power per Series A share 100 votes per share Each Series A Preferred Share votes with ordinary shares as a single class

Key Terms

foreign private issuer, home country corporate governance practices, Nasdaq Listing Rules 5600 Series, Series A Preferred Shares, +1 more

5 terms

foreign private issuer regulatory

"We are advised by the Company that the Company has qualified as a foreign private issuer"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

home country corporate governance practices regulatory

"has an option of whether to adopt certain corporate governance practices or continue to operate in accordance with the Relevant Cayman Corporate Practices"

Nasdaq Listing Rules 5600 Series regulatory

"option of whether to adopt certain corporate governance practices as set out in the 5600 Series of the Listing Rules"

Series A Preferred Shares financial

"authorized and designated 2,000,000 Series A Preferred Shares"

Series A preferred shares are an early-stage class of ownership sold to investors that gives them special protections and payment priority over regular common stock. Think of them as a safer seat on a bus: if the company earns money or is sold, holders get paid before ordinary shareholders, and they often can convert to common shares later to share upside; that mix of safety and growth potential helps investors manage risk and reward.

change-of-control transaction financial

"automatic conversion upon certain events, including ... upon the closing of a Board-approved change-of-control transaction"

A change-of-control transaction is a deal—such as a merger, takeover, or large share sale—that results in a new party gaining majority ownership or decisive voting power over a company. Like swapping the captain and officers on a ship, it can alter management, strategic direction, contract terms, debt rules and shareholder rights, so investors watch these events closely because they often affect a company’s future cash flow, risk profile and the market value of its stock.

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FAQ

What governance change did Ridgetech (RDGT) report regarding Nasdaq listing rules?

Ridgetech elected to follow Cayman Islands home country corporate governance practices instead of certain Nasdaq Listing Rules 5600 Series, supported by a Cayman legal opinion confirming this approach is allowed under Cayman law and its articles.

What are the key terms of Ridgetech (RDGT)’s new Series A Preferred Shares?

Ridgetech authorized 2,000,000 Series A Preferred Shares, each with 100 votes per share and convertible, at the holder’s option, into one ordinary share, subject to adjustments, automatic conversion triggers, and transfer restrictions requiring board consent.

How many Series A Preferred Shares did Ridgetech (RDGT) agree to issue to its chair?

Chair Lingtao Kong agreed to subscribe for 100,000 Series A Preferred Shares at a subscription price of US$0.001 per share, for a total subscription amount of US$100, following Audit Committee review of related party aspects.

What voting power do Ridgetech (RDGT)’s Series A Preferred Shares carry?

Each Series A Preferred Share carries 100 votes per share and votes together with ordinary shares as a single class on all member matters, unless otherwise required by applicable law or the company’s memorandum and articles of association.

Why did Ridgetech (RDGT) approve the issuance of Series A Preferred Shares to its chair?

The issuance was approved to promote continuity of leadership and strategic direction, retain and incentivize the chair’s continued service, and enhance the company’s ability to respond to hostile takeover or other unsolicited change-of-control transactions, while minimizing economic dilution.

What transfer and conversion restrictions apply to Ridgetech (RDGT)’s Series A Preferred Shares?

Series A Preferred Shares are subject to transfer restrictions, generally requiring prior board consent, and feature automatic conversion upon specified events, including if the subscriber ceases to serve as an executive officer or director, or upon a board-approved change-of-control closing.

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 OF THE
SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number: 001-40724

RIDGETECH, INC. (Translation of registrant’s name into English)

Ming Zhao

5th Floor, Building 6, No. 100, 18th Street, Baiyang Sub-district,

Qiantang District, Hangzhou City, Zhejiang Province, People’s Republic of China, 310018
(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

INCORPORATION BY REFERENCE

This report is incorporated by reference in our registration statements on Form F-3 (No. 333-291941) and S-8 (No. 333-264505, No. 333-268809 and No. 333-277849), and shall be deemed to be a part thereof from the date on which this report is furnished to the Securities and Exchange Commission, to the extent not superseded by documents or reports subsequently filed or furnished.

Application of Home Country Practice Rules

As an exempted company incorporated in the Cayman Islands that is listed on the Nasdaq Capital Market (“Nasdaq”), Ridgetech, Inc. (the “Company”) is subject to Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer to follow its home country corporate governance practices in lieu of certain Nasdaq corporate governance requirements. Pursuant to the home country practice exemption set forth under Nasdaq Marketplace Rule 5615(a)(3)(A) and other applicable exemptions, which provide (with certain exceptions not relevant to the conclusions expressed herein) that a foreign private issuer may follow its home country practice in lieu of the requirements of the Nasdaq Marketplace Rule 5600 Series, the Company has elected to be exempted from certain requirements including the following:

(i) Nasdaq Marketplace Rule 5605(b)(1) which sets forth the requirement that a majority of the board of directors for companies listed on Nasdaq must be comprised of Independent Directors;

(ii) Nasdaq Marketplace Rule 5250(d) which requires companies listed on Nasdaq to distribute annual and interim reports;

(iii) Rule 5635 pursuant to which shareholder approval is required, including:

(a) Rule 5635(a), pursuant to which shareholder approval is required in certain circumstances prior to the issuance of securities in connection with the acquisition of the stock or assets of another company;

(b) Rule 5635(b), pursuant to which shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the company;

(c) Rule 5635(c), pursuant to which shareholder approval is required prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, subject to certain exceptions;

(d) Nasdaq Marketplace Rule 5640 which requires that the voting rights of existing shareholders of publicly traded common stock registered under Section 12 of the Securities Exchange Act of 1934 may not be disparately reduced or restricted through any corporate action or issuance; and

(iv) Rule 5640 requiring that the voting rights of existing shareholders of publicly traded common stock registered under Section 12 of the Securities Exchange Act of 1934 may not be disparately reduced or restricted through any corporate action or issuance.

The Company’s Cayman Islands counsel, Conyers Dill & Pearman LLP, has provided a letter, as required by The Nasdaq Stock Market, certifying that, under Cayman Islands law and the Company’s currently effective memorandum and articles of association, the Company is not prohibited from adopting the governance practice as discussed above. A copy of the home country rule exemption letter from the Company’s Cayman Islands counsel is attached hereto as Exhibit 99.1

Except for the foregoing, there are no significant differences in the Company’s corporate governance practices from those of U.S. domestic companies under the listing standards of The Nasdaq Stock Market.

1

Authorization of Series A Preferred Shares and Entry into Subscription Agreement

On June 29, 2026, following the approval of the Audit Committee, the Board of Directors of the Company (the “Board”) authorized and designated 2,000,000 Series A Preferred Shares. The Series A Preferred Shares have the rights, preferences, privileges, restrictions and conditions set forth in the Statement of Rights attached to the Subscription Agreement. Each Series A Preferred Share is entitled to 100 votes per share and votes together with the holders of the Company’s ordinary shares as a single class on all matters submitted to a vote of members, unless otherwise required by applicable law or the Company’s memorandum and articles of association. Each Series A Preferred Share is convertible, at the holder’s option, into one ordinary share of the Company, subject to adjustment as provided in the Statement of Rights. In addition, the Series A Preferred Shares are subject to automatic conversion upon certain events, including if the Subscriber (as defined below) ceases to serve as an executive officer or director of the Company or upon the closing of a Board-approved change-of-control transaction. The Series A Preferred Shares are also subject to transfer restrictions and generally may not be transferred without the prior written consent of the Board, subject to limited exceptions for certain tax or estate planning transfers.

On July 16, 2026, the Company entered into a Subscription Agreement for Series A Preferred Shares (the “Subscription Agreement”) with Mr. Lingtao Kong, the Chair of the Board (the “Subscriber”). Pursuant to the terms of the Subscription Agreement, the Subscriber agreed to subscribe for an aggregate of 100,000 Series A Preferred Shares of the Company, par value US$0.001 per share, at a subscription price of US$0.001 per share for an aggregate subscription amount of US$100. The Audit Committee reviewed and approved the Subscription Agreement and the related party aspects of the transactions contemplated thereby, including potential conflicts of interest, and approved the proposed issuance of the Series A Preferred Shares to the Subscriber.

The issuance of the Series A Preferred Shares was approved for the purposes of promoting continuity of leadership, strategic direction and corporate stability by enabling the Subscriber to continue to play a significant role in the Company’s governance, retaining and incentivizing the Subscriber’s continued service to the Company, enhancing the Company’s ability to respond to hostile takeover attempts or other unsolicited change-of-control transactions that the Board determines may not be in the best interests of the Company and its shareholders, and achieving those objectives in a manner that minimizes economic dilution to existing shareholders.

Additional Information

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.		Description
4.1		Subscription Agreement, dated July 15, 2026, by and between Ridgetech, Inc. and Mr. Lingtao Kong
99.1		Home Country Exemption Letter

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.

Date: July 21, 2026	RIDGETECH, INC.
	By:	/s/ Ming Zhao
	Name:	Ming Zhao
	Title:	Interim Chief Executive Officer and Chief Financial Officer

3

Exhibit 99.1

	CONYERS DILL & PEARMAN LLP
	SIX, 2nd Floor, Cricket Square
	PO Box 2681, Grand Cayman KY1-1111 Cayman Islands
	T +1 345 945 3901
	conyers.com

29 June 2026

Matter No.: 714046

The Nasdaq Stock Market, Inc.
Listing Qualifications

805 King Farm Blvd
Rockville

MD 20850
USA

Dear Sir/ Madam

Re:	Ridgetech, Inc.
	Nasdaq Listing Rules 5600 Series

We have acted as special Cayman Islands legal counsel to Ridgetech, Inc., formerly known as “China Jo-Jo Drugstores Holdings, Inc.” (the “Company”) and have been asked to provide this opinion to you with regard to the laws of the Cayman Islands in relation to the Company. Capitalised terms used but not otherwise defined in this opinion have the meanings given to them in Schedule 1.

For the purposes of giving this opinion, we have examined the Documents. We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion. In giving this opinion we have relied upon the assumptions set out in Schedule 2 which we have not verified.

Background

The Company was incorporated in the Cayman Islands in 2021 for the purpose of serving as the successor holding company in connection with a redomicile merger with China Jo-Jo Drugstores, Inc., a Nevada corporation, which was completed on July 30, 2021 (the “Redomicile Merger”). The Company is an exempted company with limited liability incorporated under the Companies Act (Revised) of the Cayman Islands (the “Companies Act”). As such, the Company is required as a matter of Cayman Islands law to comply with the Companies Act and the Company’s Memorandum and Articles of Association (the manner in which it is so required to operate, the “Relevant Cayman Corporate Practices”).

We are advised by the Company that the Company has qualified as a foreign private issuer for the purposes of the NASDAQ Listing Rules (the “Listing Rules” and each a “Listing Rule”) since the completion of the Redomicile Merger. We have been informed and understand that under the terms of the Listing Rules, the Company has an option of whether to adopt certain corporate governance practices as set out in the 5600 Series of the Listing Rules or alternatively to continue to operate in accordance with the Relevant Cayman Corporate Practices (such election, the “Relevant Election”). We understand that pursuant to Nasdaq Listing Rule 5615(a)(3) (Exemptions from Certain Corporate Governance Requirements), the Company has informed us of its intention to adopt and follow Relevant Cayman Corporate Practices in lieu of certain requirements of the 5600 Series of the Listing Rules since the completion of the Redomicile Merger, and may avail itself of an exemption from the Listing Rules set out in Annex 1 attached hereto. Under Item 16G (“Corporate Governance”) in the Company’s annual reports on Form 20-F filed with the U.S. Securities and Exchange Commission for the fiscal years ended March 31, 2023, 2024, and 2025, the Company has disclosed that it follows home country practices in lieu of certain Nasdaq Listing Rules, including Nasdaq Listing Rule 5620(a) and Nasdaq Listing Rule 5635.

Opinion

Based solely upon our examination of the Documents, subject to the assumptions set out in Schedule 2 and the qualifications set out in Schedule 3 and having regard to legal considerations which we deem relevant, we are of the opinion that (i) the making of the Relevant Election by the Company, and (ii) the Company continuing to follow the Relevant Cayman Corporate Practices, are not prohibited by the terms of the Memorandum and Articles of Association or the laws of the Cayman Islands.

Scope

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. Except as specifically stated herein, we express no opinion as to matters of fact.

Reliance

This opinion is issued solely for your benefit and use in connection with the matter described herein and is not to be relied upon by any other person, firm or entity or in respect of any other matter. It may be disclosed to your successors and assigns only with our prior written consent. It may not be disclosed to or relied upon by any other party or for any other purpose.

Yours faithfully,

/s/ Conyers Dill & Pearman LLP

Conyers Dill & Pearman LLP

conyers.com | 2

SCHEDULE 1 

List of Documents and Records Examined

1 A copy of the fifth amended and restated memorandum and articles of association of the Company adopted by special resolution of the shareholders of the Company dated 12 December 2025 and effective on 7 April 2026 (the “Memorandum and Articles of Association”);

2 A certificate of good standing issued by the Registrar of Companies of the Cayman Islands and dated 29 June 2026; and

3 A copy of an online search of the information available to us in respect of the Company obtained from the Registrar of Companies in the Cayman Islands on 29 June 2026 (the “CORIS Search”);

(collectively, the “Documents”).

conyers.com | 3

SCHEDULE 2

Assumptions

1 Authenticity of Documents. The Documents provided to us are true and complete copies of the final forms of the originals.

2 CORIS Search The information revealed by the CORIS Search is accurate.

3 Listing Rules. The matters we have been informed of in respect of the Listing Rules as referred to in this opinion (including the application of the same to the Company) and the Company’s obligations and practices adopted in regard to the same are true and accurate in all respects.

4 Governing Law. We assume that the Listing Rules are governed by a law other than the laws of the Cayman Islands.

conyers.com | 4

SCHEDULE 3

Qualifications

1 Facts and Circumstances. This opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion.

2 Listing Rules. We render no opinion on the Listing Rules themselves, the interpretation thereof or the compliance by the Company of its obligations thereunder.

conyers.com | 5

Annex 1

Listing Rules Extract

1 Rule 5605(e)(1) requiring that the Company have independent director involvement in the selection of director nominees, by having a Nominations Committee comprised solely of independent directors (as defined in Rule 5605(a)(2));

2 Rule 5605(e)(2) requiring that the Company adopt a formal written charter or board resolution, as applicable, addressing the nominations process and such related matters as may be required under the federal securities laws;

3 Rule 5605(d)(1) requiring that the Company adopt a formal written Compensation Committee charter (specifying the items enumerated in Rule 5605(d)(1)), and that the Compensation Committee will review and reassess the adequacy of the charter on an annual basis;

4 Rule 5605(d)(2) requiring that the Company maintain a Compensation Committee of at least two members, each of whom must be an independent director (as defined in Rule 5605(a)(2));

5 Rule 5605(b)(1) requiring that the Company’s board of directors be comprised of a majority of independent directors (as defined in Rule 5605(a)(2));

6 Rule 5605(b)(2) requiring that the Company have “executive sessions”, being regularly scheduled meetings at which only independent directors are present;

7 Rule 5620(a) requires each issuer to hold an annual meeting of shareholders no later than one year after the end of the issuer’s fiscal year end;

8 Rule 5620(c) requiring that the Company’s by-laws provide for a quorum of at least 33 1/3 percent of the outstanding shares of the Company’s common voting stock; and

9 Rule 5635 pursuant to which shareholder approval is required, including:

(a) Rule 5635(a), pursuant to which shareholder approval is required in certain circumstances prior to the issuance of securities in connection with the acquisition of the stock or assets of another company.

conyers.com | 6

(b) Rule 5635(b), pursuant to which shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the company.

(c) Rule 5635(c), pursuant to which shareholder approval is required prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, subject to certain exceptions.

(d) Rule 5635(d), pursuant to which shareholder approval is required prior to a 20% Issuance at a price that is less than the Minimum Price, as such capitalized terms are defined in such rule.

10 Rule 5640 requiring that the voting rights of existing shareholders of publicly traded common stock registered under Section 12 of the Securities Exchange Act of 1934 may not be disparately reduced or restricted through any corporate action or issuance.

11 Rule 5250(d) requiring that the Company distribute annual and interim reports to its shareholders.

conyers.com | 7

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 HOME COUNTRY EXEMPTION LETTER 30.9 KB

Other Documents

• EX-4.1 SUBSCRIPTION AGREEMENT, DATED JULY 15, 2026, BY AND BETWEEN RIDGETECH, INC. AND 48.8 KB