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 September 2026
Commission File Number: 001-38857
SANGRIX INC.
160 Robinson Road, 12 F,
SBF Center, Singapore 068914
T: 347-556-4747
(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 x
Form 40-F ¨
As previously disclosed, on August 6, 2025, the
Company entered into securities purchase agreements (the “Securities Purchase Agreements”) with certain investors relating
to the issuance and sale of approximately 66,668 Class A ordinary shares (as adjusted to reflect subsequent reverse splits, the “Shares”),
for an aggregate purchase price of $6,000,000. The investors elected to pay the purchase price in Dogecoin (“DOGE”). The Company
received 30 million DOGE. The Shares were issued on August 11, 2025 in a private placement exempt from the registration requirements of
the U.S. Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, Regulation D promulgated thereunder and/or Regulation
S promulgated thereunder. No warrants were issued pursuant to the Securities Purchase Agreements.
Pursuant to the Securities Purchase Agreements,
if an investor does not sell all of its Shares within twelve (12) months following August 11, 2025, such investor may elect to redeem
a portion of the DOGE paid by it by providing written notice to the Company within fifteen (15) business days following such twelve-month
anniversary, subject to the terms and conditions of the Securities Purchase Agreements. The redeemable amount of DOGE shall be calculated
based on the ratio of unsold Shares to the total purchased Shares, using the formula: Redeemable DOGE = DOGE Amount × the unsold
Shares / purchased Shares.
On August 20, 2026, all of the investors delivered
written notices to the Company exercising this right to redeem an aggregate of 66,668 Class A Ordinary Shares, representing all of such
investors’ respective unsold Class A Ordinary Shares, in exchange for the return to the Company of an aggregate of 30 million DOGE,
representing 100% of the DOGE originally paid by such investors.
On September 22, 2026, the Shares were cancelled and
returned to the Company’s authorized but unissued share capital. Following such cancellation, the Company has 1,881,935 Class A ordinary
shares issued and outstanding.
The foregoing description of the redemption right
and the securities purchase agreements does not purport to be complete and is qualified in its entirety by reference to the full text
of the securities purchase agreements, previously filed as Exhibit 10.1 to the Company’s Report on Form 6-K filed with the Securities
and Exchange Commission on August 12, 2025, which is incorporated by reference herein.
This report does not constitute an offer to sell,
or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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: September 23, 2026 |
SANGRIX INC. |
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By: |
/s/ Jinghai Jiang |
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Name: |
Jinghai Jiang |
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Title: |
Chief Executive Officer, Chief Operating Officer, and Chairman of the Board |
