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 June 2026
Commission File Number: 001-42153
TOYO Co., Ltd
16F, Tennoz First Tower
2-2-4, Higashi-Shinagawa, Shinagawa-ku
Tokyo, Japan 140-0002
(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 ☐
Registered Direct Offering
On June 23, 2026, TOYO
Co., Ltd, a Cayman Islands exempted company (the “Company”) entered into securities purchase agreements (the “Securities
Purchase Agreements”) with certain institutional investors (the “Investors”), pursuant to which the Company agreed to
issue and sell, in a registered direct offering (the “Offering”): (i) 4,545,456 ordinary shares (the “Shares”),
par value $0.0001 per share, of the Company (the “Ordinary Shares”), and (ii) warrants to purchase 4,545,456 Ordinary Shares
(the “Purchase Warrants”). The Offering price per Share and Purchase Warrant is $11.00 for aggregate gross proceeds from the
Offering of approximately $50 million, before deducting the placement agent fee (as described in greater detail below) and estimated offering
expenses.
The Purchase Warrants
have an exercise price of $13.20 per share, are exercisable immediately upon issuance and will expire five years from the issuance date.
The Shares, the Purchase Warrants and the Ordinary Shares issuable upon the exercise of the Purchase Warrants were offered by the Company
pursuant to an effective shelf registration statement on Form F-3 (File No. 333-290952) that was filed with the Securities and Exchange
Commission (the “SEC”) on October 20, 2025 and became effective on November 9, 2025, including the base prospectus contained
therein, and a related prospectus supplement dated as of June 23, 2026 filed with the SEC.
On June 25, 2026, the
Company consummated the Offering. The Company intends to use the net proceeds from the Offering to build its previously announced 1.5
GW heterojunction (HJT) solar cell manufacturing facility in the Houston metropolitan area, Texas, as well as for general corporate purposes.
A holder (together with
its affiliates) may not exercise any portion of the Purchase Warrants to the extent that the holder would own more than 4.99% (or, at
the purchaser’s option upon issuance, 9.99%) of the Company’s outstanding Ordinary Shares immediately after exercise (the
“Beneficial Ownership Limitation”). However, upon at least 61 days’ prior notice from the holder to the Company, a holder
may increase or decrease the Beneficial Ownership Limitation in accordance with the terms of Purchase Warrant, provided that it does not
exceed 9.99%.
The Securities Purchase
Agreements contain customary representations and warranties and agreements of the Company and the Investors and customary indemnification
rights and obligations of the parties. Pursuant to the terms of the Securities Purchase Agreements, the Company has agreed to certain
restrictions on the issuance and sale of its Ordinary Shares or Ordinary Share Equivalents (as defined in the Securities Purchase Agreement)
during the 90-day period following the closing of the Offering.
In connection with
the Offering, the Company entered into an engagement letter (the “Engagement Letter”) with Roth Capital Partners, LLC
(“Roth Capital Partners”) and H.C. Wainwright & Co., LLC (“Wainwright” and, together with Roth Capital
Partners, the “Placement Agents”), pursuant to which the Placement Agents agreed to serve as the exclusive placement
agents in connection with the Offering. As compensation for such placement agent services, the Company has agreed to pay the
Placement Agents collectively (i) a cash fee equal to 5.50% of the aggregate gross proceeds of the Offering, (ii) up to $50,000 for
fees and expenses of legal counsel and other out-of-pocket expenses, and (iii) clearing fees of $15,950.
The Ordinary Shares
are listed on the Nasdaq Capital Market. There is no established trading market for the Purchase Warrants, and the Company does not intend
to list the Purchase Warrants on any securities exchange or nationally recognized trading system. Without a trading market, the liquidity
of the Purchase Warrants may be extremely limited.
The foregoing summaries
of the form of Purchase Warrant and the form of Securities Purchase Agreement do not purport to be complete and are subject to, and qualified
in their entirety by, such documents attached as Exhibits 4.1 and 10.1, respectively, to this Report on Form 6-K, which are incorporated
herein by reference.
A copy of the
opinion of Harney Westwood & Riegels relating to the validity of the issuance and sale of the Shares and the validity of the
issuance of the Ordinary Shares upon the exercise of the Purchase Warrants is attached as Exhibit 5.1 hereto. A copy of the opinion
of Robinson & Cole LLP relating to the validity of the Purchase Warrants is attached as Exhibit 5.2
hereto.
On June 23, 2026, the Company issued a press release
announcing the Offering, a copy of which is attached hereto as Exhibit 99.1, and incorporated by reference herein.
On June 26, 2026, the Company issued a press release announcing the closing of the Offering, a copy of which is attached hereto as Exhibit
99.2, and incorporated by reference herein.
This Report on Form 6-K
does 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.
INCORPORATION BY REFERENCE
This Report on Form 6-K is hereby incorporated
by reference in the Company’s registration statement on Form F-3 (File No. 333-290952) and Form S-8 (File No.
333-284642) to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
Exhibit No. |
|
Description |
| 4.1 |
|
Form of Purchase Warrants |
| 5.1 |
|
Opinion of Harney Westwood & Riegels |
| 5.2 |
|
Opinion of Robinson & Cole LLP |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 23.1 |
|
Consent of Harney Westwood & Riegels (included in Exhibit 5.1) |
| 23.2 |
|
Consent of Robinson & Cole LLP (included in Exhibit 5.2) |
| 99.1 |
|
Press Release dated June 24, 2026 – TOYO Co., Ltd. Announces $50 Million Registered Direct Offering |
| 99.2 |
|
Press Release dated June 26, 2026 – TOYO Co., Ltd. Announces Closing of $50 Million Registered Direct Offering |
Signature
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.
| |
TOYO Co., Ltd |
| |
|
| |
By: |
/s/ Takahiko Onozuka |
| |
Name: |
Takahiko Onozuka |
| |
Title: |
Director and Chief Executive Officer |
Date: June 26, 2026
Exhibit 99.1
TOYO
Co., Ltd. Announces $50 Million Registered Direct Offering
TOKYO, June 24, 2026 /PRNewswire/ -- TOYO Co., Ltd. (Nasdaq: TOYO)
(OTC: TOYWF), (“TOYO” or the “Company”), a solar manufacturing company, today announced that it has entered into definitive
agreements for the issuance and sale in a registered direct offering of an aggregate of 4,545,456 its ordinary shares and warrants to
purchase up to 4,545,456 of its ordinary shares at a combined purchase price of $11.00 per share and associated warrant. The warrants
will have an exercise price of $13.20 per share, will be exercisable immediately upon issuance and will expire five years thereafter.
The closing of the offering is expected to occur on or about June 25, 2026, subject to the satisfaction of customary closing conditions.
Roth Capital Partners and H.C. Wainwright & Co. are acting as the
exclusive co-placement agents for the offering.
The aggregate gross proceeds to the Company from the offering are expected
to be approximately $50 million, before deducting the placement agent fees and other offering expenses payable by the Company. The Company
currently intends to use the net proceeds from the offering to build its previously announced 1.5 GW heterojunction (HJT) solar
cell manufacturing facility in the Houston metropolitan area, Texas, as well as for general corporate purposes.
The securities described above are being offered pursuant to a “shelf”
registration statement (File No. 333-290952) that was filed with the Securities and Exchange Commission (“SEC”) on October 20,
2025 and became effective on November 9, 2025. The offering is being made only by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the offering
will be filed with the SEC and be available at the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement
and the accompanying prospectus relating to the offering may also be obtained, when available, by contacting Roth Capital Partners, LLC,
888 San Clemente, Suite 400, Newport Beach, CA 92660, (800) 678-9147 or by email at rothecm@roth.com or by contacting
H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail
at placements@hcwco.com.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any of the securities described herein, 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 the registration or qualification under the securities laws of any
such state or jurisdiction.
About TOYO Co., Ltd.
TOYO is a solar manufacturing company that is committed to becoming
a vertically integrated solar manufacturer in the global market, integrating the upstream production of wafers and silicon, midstream
production of solar cells, downstream production of photovoltaic modules, and potentially other stages of the solar power supply chain.
TOYO is well-positioned to produce high-quality solar cells and modules at a competitive scale and cost.
Forward Looking Statements
This press release includes “forward-looking statements”
within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,”
“intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”
or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to, statements related to the completion of the registered direct offering, the
satisfaction of customary closing conditions related to the registered direct offering and the intended use of net proceeds therefrom.
These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of
TOYO’s management and are not predictions of actual performance.
These statements involve risks, uncertainties, and other factors that
may cause actual results, activity levels, performance, or achievements to materially differ from those expressed or implied by these
forward-looking statements. These include market and other conditions, the outcome of any potential litigation, government or regulatory
proceedings, the sales performance of TOYO, and other risks and uncertainties, including but not limited to those included under the heading
“Risk Factors” in the filings of TOYO with the SEC. Although TOYO believes that it has a reasonable basis for each forward-looking
statement contained in this press release, TOYO cautions you that these statements are based on a combination of facts and factors currently
known and projections of the future, which are inherently uncertain. In addition, there are risks and uncertainties described in the documents
filed by TOYO from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those contained in the forward-looking statements. Except as may be required
by law, TOYO does not undertake any duty to update these forward-looking statements.
Contact Information
For TOYO Co., Ltd.
IR@toyo-solar.com
Crocker Coulson
Email: crocker.coulson@aumadvisors.com
Tel: (646)
652-7185
Exhibit
99.2
TOYO
Co., Ltd. Announces Closing of $50 Million Registered Direct Offering
TOKYO, June
26, 2026 /PRNewswire/ -- TOYO Co., Ltd. (Nasdaq: TOYO) (OTC: TOYWF), (“TOYO” or the “Company”), a solar
manufacturing company, today announced the closing on June 25, 2026 of its previously announced registered direct offering of an aggregate
of 4,545,456 ordinary shares and warrants to purchase up to 4,545,456 ordinary shares, at a combined purchase price of $11.00 per share
and associated warrant.
The warrants
issued in the offering have an exercise price of $13.20 per share, are exercisable immediately upon issuance, and will expire five years
from the date of issuance.
Roth Capital
Partners and H.C. Wainwright & Co. acted as the exclusive co-placement agents for the offering. The Company was represented by Robinson
& Cole LLP as its legal counsel, and Roth Capital Partners and H.C. Wainwright & Co. were represented by Pryor Cashman LLP as
their legal counsel.
The aggregate
gross proceeds to the Company from the offering were approximately $50 million, before deducting the placement agent fees and other offering
expenses payable by the Company. The Company intends to use the net proceeds from the offering to build its previously announced 1.5
GW heterojunction (HJT) solar cell manufacturing facility in the Houston metropolitan area, Texas, as well as for general corporate purposes.
The securities
described above were offered pursuant to a “shelf” registration statement (File No. 333-290952) that was filed with the Securities and
Exchange Commission (“SEC”) on October 20, 2025 and became effective on November 9, 2025. The offering was made only by means of a prospectus,
including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying
prospectus relating to the offering have been filed with the SEC and are available at the SEC’s website at www.sec.gov. Electronic
copies of the prospectus supplement and the accompanying prospectus relating to the offering may also be obtained by contacting Roth Capital
Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA 92660, (800) 678-9147 or by email at rothecm@roth.com or by contacting
H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New
York, NY 10022, by telephone at (212) 856-5711 or e-mail at placements@hcwco.com.
This press
release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, 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
the registration or qualification under the securities laws of any such state or jurisdiction.
About
TOYO Co., Ltd.
TOYO is
a solar manufacturing company that is committed to becoming a vertically integrated solar manufacturer in the global market, integrating
the upstream production of wafers and silicon, midstream production of solar cells, downstream production of photovoltaic modules, and
potentially other stages of the solar power supply chain. TOYO is well-positioned to produce high-quality solar cells and modules at a
competitive scale and cost.
Forward
Looking Statements
This press
release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited
to, statements related to the intended use of net proceeds from the the registered direct offering. These statements are based on various
assumptions, whether or not identified in this press release, and on the current expectations of TOYO’s management and are not predictions
of actual performance.
These statements
involve risks, uncertainties, and other factors that may cause actual results, activity levels, performance, or achievements to materially
differ from those expressed or implied by these forward-looking statements. These include market and other conditions, the outcome
of any potential litigation, government or regulatory proceedings, the sales performance of TOYO, and other risks and uncertainties, including
but not limited to those included under the heading “Risk Factors” in the filings of TOYO with the SEC. Although TOYO believes that it
has a reasonable basis for each forward-looking statement contained in this press release, TOYO cautions you that these statements are
based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition,
there are risks and uncertainties described in the documents filed by TOYO from time to time with the SEC. These filings may identify
and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained
in the forward-looking statements. Except as may be required by law, TOYO does not undertake any duty to update these forward-looking
statements.
Contact
Information
For
TOYO Co., Ltd.
IR@toyo-solar.com
Crocker
Coulson
Email: crocker.coulson@aumadvisors.com
Tel: (646) 652-7185
