Major capital rework and share consolidation cleared at WORK (WOK)

Rhea-AI Filing Summary

WORK Medical Technology Group reported that shareholders approved all 13 proposals at the annual general meeting, with 2,064,443 votes represented, about 56.73% of total votes as of January 30, 2026.

Shareholders approved a major share capital reorganization. The authorized share capital was first increased to US$100,000,000,000 divided into 16,000,000,000 Class A and 4,000,000,000 Class B ordinary shares, each with a par value of US$5.00. They then approved a reduction of the par value of each issued Class A and Class B share from US$5.00 to US$0.00001, transferring the resulting credit to a distributable reserve that may be used as permitted by law, including offsetting accumulated losses. Following related subdivision and cancellation steps, the authorized share capital will be US$200,000 divided into 16,000,000,000 Class A and 4,000,000,000 Class B ordinary shares, each with a par value of US$0.00001.

Shareholders also authorized a future share consolidation, allowing the board, within two years, to consolidate each 4,000 shares, or a lesser whole share amount not fewer than 2, into 1 share, with fractional entitlements rounded up. Several amended and restated memoranda of association to reflect the capital changes and consolidation were approved. All nominated directors, including LI Xiaoyang and WU Shuang, were re-elected, HTL International, LLC was confirmed as auditor for the fiscal year ending September 30, 2026, and authority to adjourn the meeting if needed was ratified.

Insights

Equity capital structure analyst

Shareholders backed a deep capital rework and a flexible reverse split.

The meeting approved a sweeping capital reorganization at WORK Medical Technology Group. Par value on issued Class A and B shares falls from US$5.00 to US$0.00001, with the released capital moved into a distributable reserve that can, among other uses, offset accumulated losses under applicable law.

After related subdivision and cancellation steps, authorized capital becomes US$200,000 divided into 16,000,000,000 Class A and 4,000,000,000 Class B shares at US$0.00001 par value each. This keeps very high authorized share counts while dramatically lowering stated capital, which can give the board greater flexibility for future equity transactions within legal constraints.

Shareholders also approved a board-controlled share consolidation, allowing each 4,000 shares, or a smaller whole number down to 2, to be combined into 1 share within two years of the resolution date. The board can determine the exact ratio and effective date, and fractional holdings will be rounded up, so actual impact will depend on any future board decision.

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 February 2026

Commission File Number: 001-42256

WORK Medical Technology Group LTD

Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
The People’s Republic of China
(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

Results of Annual General Meeting of Shareholders

At the annual general meeting of shareholders (the “Meeting”) of WORK Medical Technology Group LTD (the “Company”) convened on 9:30 a.m. Eastern Time, February 25, 2026 (February 25, 2026, at 10:30 p.m., Beijing Time), at Floor 23, No. 2 Tonghuinan Road, Xiaoshan District, Hangzhou City, Zhejiang Province, The People’s Republic of China, the shareholders of the Company adopted resolutions approving all of the proposals considered at the Meeting. There were present in person or by proxy 2,064,443 votes duly cast in person or by proxy who, being present and entitled to vote at the Meeting, which represents approximately 56.73% of the total votes outstanding as of January 30, 2026, the record date. The results of the votes were as follows:

					FOR		AGAINST		ABSTAIN
PROPOSAL NO. 1:		It is resolved, as an ordinary resolution, that the authorized share capital of the Company be increased from US$100,000,000 divided into 16,000,000 Class A ordinary shares with par value of US$5.00 per share and 4,000,000 Class B ordinary shares with par value of US$5.00 per share to US$100,000,000,000 divided into 16,000,000,000 Class A ordinary shares with par value of US$5.00 per share and 4,000,000,000 Class B ordinary shares with par value of US$5.00 per share (the “Share Capital Increase”).			2,020,950		40,106		3,387
PROPOSAL NO. 2:		It is resolved, as a special resolution, that subject to and immediately following the Share Capital Increase being effected, the Company adopt amended and restated memorandum of association, in the form attached to the proxy statement as Exhibit A, in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Increase.			2,018,656		42,009		3,778
PROPOSAL NO. 3:		It is resolved, as a special resolution, subject to the Share Capital Increase being effected and all further requirements prescribed by sections 14, 14A and 14B of the Companies Act (Revised) (the “Companies Act”) relating to share capital reductions being complied with, that (together, the “Share Capital Reduction and Reorganization”):			2,022,633		40,466		1,344
		1.	(a) the par value of each issued and outstanding Class A ordinary share of par value US$5.00 each and Class B ordinary shares of par value US$5.00 each in the share capital of the Company be reduced to US$0.00001 by cancelling US$4.99999 of the paid-up capital on each of the issued and outstanding Class A ordinary shares of par value US$5.00 each and Class B ordinary shares of par value US$5.00 each (the “Capital Reduction”);
		2.	(b) following the Capital Reduction, the amount deemed to be paid up on each issued and outstanding share of the Company shall be US$0.00001;
		3.	(c) the credit arising from the Capital Reduction be transferred to a distributable reserve account of the Company which may be utilized by the Company as the board of directors of the Company may deem fit and as permitted under the Companies Act, the Company’s memorandum and articles of association, and all relevant applicable laws, including, without limitation, eliminating or setting off any accumulated losses of the Company (if any) from time to time;

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		4.	immediately following the Capital Reduction:
			A.	each authorized but unissued Class A ordinary shares of par value US$5.00 be subdivided into 500,000 Class A ordinary shares of par value US$0.00001 each; and
			B.	(ii) each authorized but unissued Class B ordinary shares of par value US$5.00 be subdivided into 500,000 Class B ordinary shares of par value US$0.00001 each (the “Subdivision”);
		5.	immediately following the Subdivision, the authorized share capital of the Company be altered by the cancellation of such number of unissued Class A ordinary shares of par value US$0.00001 and unissued Class B ordinary shares of par value US$0.00001 that will result in the Company having authorized share capital of US$200,000 divided into 16,000,000,000 Class A ordinary shares with par value of US$0.00001 per share and 4,000,000,000 Class B ordinary shares with par value of US$0.00001 per share (the “Cancellation”); and
		6.	immediately following the Capital Reduction, the Subdivision and the Cancellation, the authorized share capital of the Company shall be US$200,000 divided into 16,000,000,000 Class A ordinary shares with par value of US$0.00001 per share and 4,000,000,000 Class B ordinary shares with par value of US$0.00001 per share.
PROPOSAL NO. 4:		It is resolved, as a special resolution, that subject to and immediately following the Share Capital Reduction and Reorganization being effected, the Company adopt amended and restated memorandum of association in substitution for, and to the exclusion of, the Company’s existing memorandum of association, to reflect the Share Capital Reduction and Reorganization.				2,022,809		40,395		1,239

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PROPOSAL NO. 5:		It is resolved as an ordinary resolution that:			2,022,677		40,713		1,053
		(a) conditional upon the approval of the board of directors of the Company (the “Board”) in its sole discretion, with effect as of the date the Board may determine (the “Effective Date”) and subject to such Effective Date being within two years of the date of this ordinary resolution:
		(i)	the authorized, issued, and outstanding shares of the Company (collectively, the “Shares”) be consolidated by consolidating each 4,000 Shares of the Company, or such lesser whole share amount as the Board of Directors may determine in its sole discretion, such amount not to be less than 2, into 1 Share of the Company, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s memorandum and articles of association (the “Share Consolidation”);
		(ii)	no fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and
		(iii)	any change to the Company’s authorized share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and
		(b) any one director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to the Share Consolidation, if and when deemed advisable by the Board in its sole discretion.
PROPOSAL NO. 6:		It is resolved, as a special resolution, that subject to and immediately following the Share Consolidation being effected, the Company adopt amended and restated memorandum of association in substitution for, and to the exclusion of, the Company’s existing memorandum of association, with the only amendments being made to reflect the Share Consolidation and as the directors may approve in their absolute discretion without further approval by the shareholders.			2,022,675		40,658		1,110
PROPOSAL NO. 7:		It is resolved, as an ordinary resolution, that LI Xiaoyang be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company.			2,022,675		27,953		13,815
PROPOSAL NO. 8:		It is resolved, as an ordinary resolution, that Robert Brian Johnson be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company.			2,022,561		28,266		13,616

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PROPOSAL NO. 9:		It is resolved, as an ordinary resolution, that YU Baiming be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company.		2,022,730		27,900		13,813
PROPOSAL NO. 10:		It is resolved as an ordinary resolution that WU Shuang be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company.		2,033,014		27,901		3,528
PROPOSAL NO. 11:		It is resolved as an ordinary resolution that WU Zhenguo be re-elected as a director of the Company to hold office in accordance with the articles of association of the Company until the next annual general meeting of the Company.		2,022,326		28,301		13,816
PROPOSAL NO. 12:		It is resolved, as an ordinary resolution, that the re-appointment of HTL International, LLC as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026 be confirmed, ratified and approved.		2,026,535		25,808		12,100
PROPOSAL NO. 13:		It is resolved, as an ordinary resolution, to adjourn the Meeting to a later date or dates or sine die, if necessary or desirable, in the opinion of the directors, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals.		2,024,437		38,781		1,225

This report shall be deemed to be incorporated by reference into the registration statement of the Company on Form F-3 (File No. 333-289943) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. 

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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.

Dated: February 27, 2026

	WORK Medical Technology Group LTD
	By:	/s/ Shuang Wu
	Name:	Shuang Wu
	Title:	Chief Executive Officer

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FAQ

What did WORK (WOK) shareholders approve at the February 2026 annual meeting?

Shareholders approved all 13 proposals, including major share capital changes, a potential future share consolidation, updates to the memorandum of association, re-election of all nominated directors, and confirmation of HTL International, LLC as auditor for the fiscal year ending September 30, 2026.

How did WORK (WOK) change its share capital structure at the meeting?

Shareholders first approved increasing authorized capital to US$100,000,000,000 at US$5.00 par, then reducing the par value of each issued Class A and B share to US$0.00001 and reorganizing so authorized capital becomes US$200,000 split into 16,000,000,000 Class A and 4,000,000,000 Class B shares.

What share consolidation authority did WORK (WOK) shareholders grant the board?

Shareholders authorized a consolidation where each 4,000 shares, or a lesser whole amount not fewer than 2, may be combined into 1 share. The board can choose the exact ratio and effective date within two years, and any fractional share entitlement will be rounded up to the next whole share.

How will the capital reduction at WORK (WOK) be accounted for?

The par value of each issued Class A and B share will drop from US$5.00 to US$0.00001, cancelling US$4.99999 of paid-up capital per share. The resulting credit moves to a distributable reserve that can be used as the board permits under law, including eliminating accumulated losses.

Which directors of WORK (WOK) were re-elected at the annual meeting?

Shareholders approved the re-election of directors including LI Xiaoyang, Robert Brian Johnson, YU Baiming, WU Shuang, and WU Zhenguo. Each will continue to serve under the company’s articles of association until the next annual general meeting, maintaining continuity in the board’s composition.

Who is the independent auditor for WORK (WOK) after the meeting?

Shareholders confirmed, ratified, and approved the re-appointment of HTL International, LLC as the independent registered public accounting firm for WORK Medical Technology Group for the fiscal year ending September 30, 2026, continuing the existing external audit relationship for that period.