UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30,
2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period from to
Commission file number: 001-42256
WORK Medical Technology Group LTD
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People’s Republic of China
+86-571-82613568
(Address of principal executive offices)
Shuang Wu, Chief Executive Officer
Telephone: +86-571-82613568
Email: wushuang@workmedtech.com
Floor 23, No.2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People’s Republic of China
+86-571-82613568
(Name, Telephone, E-mail and/or Facsimile number
and Address of Company Contact Person)
Securities registered or to be registered pursuant
to Section 12(b) of the Act.
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Ordinary Shares | | WOK | | The Nasdaq Stock Market |
Securities registered or to be registered pursuant
to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each
of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
An aggregate of 95,998,776 Class A Ordinary Shares,
par value $0.05 per share, and 7,592,500 Class B Ordinary Shares, par value $0.05 per share, as of September 30, 2025.
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
Yes ☐ No ☒
Note – Checking the box above will not relieve
any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations
under those Sections.
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
| Large accelerated filer | ☐ | | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | | Emerging growth company | ☒ |
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | International Financial Reporting Standards as issued by the
International Accounting Standards Board ☐ | Other ☐ |
| * |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐ |
If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
| Auditor Name | | Auditor Location | | Auditor Firm ID |
| WWC, P.C. | | San Mateo, California | | PCAOB ID No. 1171 |
| HTL International, LLC | | Houston, Texas | | PCAOB ID No. 7000 |
EXPLANATORY NOTE
WORK Medical Technology Group LTD (“we,”
“us,” “the Company,” “our” or “WOK”) is filing this Amendment No. 1 to Form 20-F (the
“Form 20-F/A”) to its annual report on Form 20-F for the year ended September 30, 2025 (the “Annual Report”),
which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 30, 2026. The sole purpose
of this Form 20-F/A is an exhibit-only filing to amend the Form 20-F to file the Exhibit 15.2 and Exhibit 15.3. No other changes have
been made to the Annual Report as amended by Amendment No. 1.
This Form 20-F/A does not reflect events occurring
after the filing of the Annual Report and does not modify or update the disclosure therein in any way except as described above. No other
changes have been made to the Annual Report. The filing of this Form 20-F/A should not be understood to mean that any statements contained
in the Annual Report and this Form 20-F/A, are true or complete as of any date subsequent to the original filing date of the Annual Report.
Accordingly, this Form 20-F/A should be read in conjunction with the Annual Report.
Item 19. EXHIBITS
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 15.2* |
|
Consent of WWC, P.C., regarding the incorporation by reference the report dated February 14, 2025 in this Annual Report on Form 20-F |
| 15.3* |
|
Consent of HTL International,
LLC, regarding the incorporation by reference the report dated January 30, 2026 in this Annual Report on Form 20-F |
| 104* |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Filed with this Form 20-F/A |
SIGNATURES
The registrant hereby certifies that it meets
all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual
report on its behalf.
| |
WORK Medical Technology Group LTD |
| |
|
|
| |
By: |
/s/ Shuang Wu |
| |
|
Shuang Wu |
| |
|
Chief Executive Officer, Director, and |
| |
|
Chairman of the Board of Directors |
Date: March 20, 2026
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