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  4. [6-K] Wetour Robotics Ltd Current Report (Foreign Issuer)

Wetour Robotics (NASDAQ: WETO) lines up new at-the-market stock sales

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Wetour Robotics Ltd (WETO) entered into a Sales Agreement with Rodman & Renshaw LLC to sell its ordinary shares from time to time through an at the market offering under an effective Form F-3 shelf. Rodman & Renshaw will act as sales agent and/or principal, using commercially reasonable efforts to place shares pursuant to written instructions from the company.

Sales may be made in transactions deemed to be an at the market offering under Rule 415, including directly on the Nasdaq Capital Market, other trading markets, or through market makers. The sales agent will receive a commission of up to 3.0% of the gross proceeds from sales where it acts as sales agent, plus reimbursed expenses, with the remaining proceeds going to Wetour Robotics as net proceeds. Either party may terminate the Sales Agreement by written notice.

Positive

  • None.

Negative

  • None.

Filing Explained

The August 26 agreement creates future share-selling capacity, not a reported issuance; any dilution remains unquantified.

The August 26, 2026 filing records an agreement to sell ordinary shares, but does not report that any shares were sold or that proceeds were received.

The disclosed state is a registered offering arrangement for possible future sales, rather than a completed issuance; the at-the-market structure would permit gradual sales at prevailing prices.

If new shares are later sold, the total share count would rise and an existing holder’s percentage ownership would fall, but the filing states no offering amount, so potential dilution cannot be sized.

Sales agent commission up to 3.0% of the gross proceeds Commission payable to Rodman & Renshaw LLC for sales where it acts as sales agent
Shelf registration statement Form F-3 (Registration No. 333-294373) Shelf registration under which the at the market offering is registered
Sales Agreement date August 26, 2026 Date of Sales Agreement between Wetour Robotics Limited and Rodman & Renshaw LLC
at the market offering financial
"to issue and sell Company’s ordinary shares ... through an at the market offering"
An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.
Rule 415 regulatory
"deemed to be an “at the market offering” as defined in Rule 415"
Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.
shelf registration statement regulatory
"registered under the Securities Act pursuant to the Company’s shelf registration statement"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement financial
"as supplemented by the prospectus supplement dated August 26, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
indemnification and contribution financial
"contains customary representations and warranties ... and indemnification and contribution provisions"
Offering Type ATM

FAQ

What capital-raising arrangement did WETO announce in this Form 6-K?
Wetour Robotics Ltd entered into a Sales Agreement with Rodman & Renshaw LLC to sell its ordinary shares from time to time through an at the market offering under its Form F-3 shelf registration statement and an accompanying prospectus supplement dated August 26, 2026.

How will Rodman & Renshaw be compensated under WETO’s at-the-market program?
For sales of Wetour Robotics ordinary shares where it acts as sales agent, Rodman & Renshaw LLC will receive a commission of up to 3.0% of the gross proceeds, plus reimbursement of reasonable documented out-of-pocket expenses, including legal fees, as provided in the Sales Agreement.

On which markets can WETO’s at-the-market sales be made?
Sales of Wetour Robotics ordinary shares under the Sales Agreement may be made in transactions deemed at the market, including sales made directly on the Nasdaq Capital Market, on any other existing trading market for the ordinary shares, or to or through a market maker.

Which registration statements does this WETO Form 6-K incorporate by reference?
This report is incorporated by reference into Wetour Robotics’ registration statements on Form S-8 (File No. 333-291960) and on Form F-3 (File Nos. 333-294373 and 333-295457), including any prospectuses forming part of those registration statements.

Can the WETO Sales Agreement with Rodman & Renshaw be terminated?
Yes. The Sales Agreement provides that both Wetour Robotics and Rodman & Renshaw LLC have the right, by giving written notice as specified in the agreement, to terminate the Sales Agreement subject to its terms.

Does this WETO Form 6-K itself constitute an offer to sell securities?
No. The report explicitly states it shall not constitute an offer to sell or the solicitation of an offer to buy, nor any sale of the ordinary shares in any jurisdiction where such actions would be unlawful before proper registration or qualification.

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

 

 

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 2026

 

Commission File Number: 001-42536

 

Wetour Robotics Limited

(Translation of registrant’s name into English)

 

Room 7003

3300 N Interstate 35 Ste 700

Austin, TX 78705

(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 Current Report on Form 6-K

 

Entry into Sales Agreement

 

On August 26, 2026, Wetour Robotics Limited (the “Company”) entered into a certain sales agreement (the “Sales Agreement”) with Rodman & Renshaw LLC (the “Sales Agent”) to issue and sell Company’s ordinary shares, par value US$0.01 per share (the “Ordinary Shares”), from time to time, through an at the market offering under which the Sales Agent will act as sales agent and/or principal.

 

Subject to the terms and conditions of the Sales Agreement, the Sales Agent has agreed to use its commercially reasonable efforts, consistent with its normal sales and trading practices to place the Ordinary Shares, subject to, and in accordance with the information specified in a written notice from the Company, unless the sale of the Ordinary Shares described therein has been suspended, cancelled or otherwise terminated.

 

The Sales Agent’s obligation to sell Ordinary Shares under the Sales Agreement is subject to satisfaction of certain conditions, and other customary closing conditions. The sales under the Sales Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, including, without limitation, sales made directly on the Nasdaq Capital Market, on any other existing trading market for the Ordinary Shares or to or through a market maker.

 

The Sales Agreement provides that the commission payable to the Sales Agent for sales of Ordinary Shares with respect to which the Sales Agent acts as sales agent shall be up to 3.0% of the gross proceeds of such sales. In addition, we will reimburse the Sales Agent for its reasonable, documented out-of-pocket expenses, including legal fees, in accordance with the terms of the Sales Agreement. The remaining sales proceeds, after deducting any such amounts and any transaction fees imposed by any governmental, regulatory or self-regulatory organization, will equal our net proceeds.

 

The Sales Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Sales Agent have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The Sales Agent and the Company have the right, by giving written notice as specified in the Sales Agreement, to terminate the Sales Agreement.

 

The offering has been registered under the Securities Act pursuant to the Company’s shelf registration statement on Form F-3 (Registration No. 333-294373), as supplemented by the prospectus supplement dated August 26, 2026.

 

A copy of the Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

 

A copy of the opinion and consent of Ogier relating to the validity of the securities to be issued in accordance with the Sales Agreement is filed herewith as Exhibit 5.1.

 

This Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Ordinary Shares 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.

 

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Incorporation by Reference

 

This report on Form 6-K (the “Report”) shall be deemed to be incorporated by reference into the registration statements on Form S-8 (File No. 333-291960) and Form F-3 (File Nos. 333-294373 and 333-295457) of the Company, including any prospectuses forming a part of such registration statements, and to be a part thereof from the date on which this Report is filed with the U.S. Securities and Exchange Commission (the “SEC”), to the extent not superseded by documents or reports subsequently filed or furnished.

 

EXHIBITS

 

Exhibit No.   Description
1.1   Sales Agreement, dated August 26, 2026, by and between Wetour Robotics Limited and Rodman & Renshaw LLC
5.1   Opinion of Ogier
23.1   Consent of Ogier (included in Exhibit 5.1)

 

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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.

 

  Wetour Robotics Limited
     
  By: /s/ Nan Zheng
  Name:  Nan Zheng
  Title: Chief Executive Officer

 

Date: August 26, 2026

 

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Source: View Original Filing on SEC EDGAR

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