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 2025
Commission File Number: 001-42256
WORK Medical Technology Group LTD
Floor 23, No. 2 Tonghuinan Road
Xiaoshan District, Hangzhou City, Zhejiang Province
People’s Republic of China, 241003
(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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On September 25, 2025, WORK Medical Technology
Group LTD (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a certain
institutional investor named therein (collectively, the “Purchasers”), pursuant to which, the Company agreed to issue and
sell, in a registered direct offering (the “Registered Direct Offering”): (i) 22,055,096Class A ordinary shares (the “Class
A Ordinary Shares”) of the Company, par value $0.0005 per share (the “Shares”); and (ii) pre-funded warrants to purchase
up to 16,944,238 Class A Ordinary Shares (the “Pre-Funded Warrants”). The purchase price for each Class A Ordinary Share was
$0.075 and the purchase price for each Pre-Funded Warrant was $0.075.
The Registered Direct Offering closed on September
26, 2025. The Company received approximately $2.9 million in gross proceeds from the Registered Direct Offering, before deducting placement
agent fees and estimated offering expenses. The Company intends to use the net proceeds from the Registered Direct Offering for working
capital and general corporate purposes.
The Pre-Funded Warrants were sold to any Purchaser,
whose purchase of the Shares in the Registered Direct Offering would otherwise have resulted in such Purchaser, together with its affiliates
and certain related parties, beneficially owning more than 4.99% (or, at the election of such purchaser, 9.99%) of the outstanding share
capital of the Company following the consummation of the Registered Direct Offering. Each Pre-Funded Warrant represents the right to purchase
one Class A Ordinary Share at an exercise price of $0.0005 per share. The Pre-Funded Warrants were exercisable immediately at any time
until exercised in full (subject to the beneficial ownership limitation described above), and were exercised in full by the Purchasers thereof on September 25, 2025.
The Purchase Agreement contains customary representations,
warranties, and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations
of the parties, and termination provisions. Additionally, each of the directors, executive officers, and 10% and greater shareholders
of the Company entered into a lock-up agreement, pursuant to which they agreed not to sell or transfer any of the Company securities which
they hold, subject to certain customary exceptions, during the ninety (90) day period following the closing of the Registered Direct Offering.
In addition, the Company agreed (i) to be prohibited from effecting or entering into an agreement to effect any issuance by the Company
or any of its subsidiaries of Class A Ordinary Shares or Ordinary Share Equivalents (as defined in the Purchase Agreement) involving a
Variable Rate Transaction (as defined in the Purchase Agreement) during the forty five (45) day period after the closing of the Registered
Direct Offering; (ii) not to issue any Class A Ordinary Shares or file any registration statement, except as set forth in the Prospectus
Supplement (defined below) or the Purchase Agreement during the thirty (30) day period following the closing of the Registered Direct
Offering.
The Shares, the Pre-Funded Warrants, and the Class
A Ordinary Shares underlying the Pre-funded Warrants were offered by the Company pursuant to a registration statement on Form F-3(File
No. 333-289943) (the “Registration Statement”), previously filed and declared effective by the U.S Securities and Exchange
Commission (the “Commission”) on September 15, 2025, the base prospectus filed as part of the Registration Statement, and
the prospectus supplement dated September 26, 2025 (the “Prospectus Supplement”).
On September 25, 2025, the Company entered into
a placement agency agreement (the “Placement Agency Agreement”) with Univest Securities, LLC (“Univest”
or the “Placement Agent”), pursuant to which the Company engaged Univest as the
exclusive placement agent in connection with the Registered Direct Offering. The Placement Agent agreed to use its reasonable best efforts
to arrange for the sale of the Shares and the Pre-Funded Warrants. In addition, under the Placement Agency Agreement, the Company agreed
to pay the Placement Agent a placement agent fee in cash equal to seven percent (8.0%) of the aggregate gross proceeds raised from the
sale. The Company also agreed to reimburse the Placement Agent for its out-of-pocket expenses in connection with the Registered Direct
Offering in an amount not to exceed $100,000.
The foregoing summaries of the Pre-Funded Warrants,
the Placement Agency Agreement, and the Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety
by, such documents filed as Exhibits 4.1, 10.1, and 10.2, respectively, hereto and incorporated by reference herein. A copy of the press
release related to the Registered Direct Offering entitled “WORK Medical Technology Group LTD Announces Pricing of $2.9 Million
Registered Direct Offering” is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
Copies of the opinions of Ogier (Cayman) LLP and
Hunter Taubman Fischer & Li LLC relating to the legality of the issuance and sale of the Shares and the Pre-Funded Warrants are filed
as Exhibits 5.1 and 5.2 hereto, respectively.
This Report is incorporated by reference into
the registration statement on Form F-3(File No. 333-289943) of the Company, filed with the Commission, to be a part thereof from
the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
This Report shall 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.
Forward-Looking Statements:
This report contains forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal
securities laws. All statements other than statements of historical facts included in this report are forward-looking statements. Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s current
beliefs, expectations, and assumptions regarding the future of its business, future plans and strategies, projections, anticipated events
and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of the Company’s
control. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results
and financial condition to differ materially from those indicated in the forward-looking statements include the risks and uncertainties
described in the Company’s annual report on Form 20-F for the year ended September 30, 2024, filed with the Commission on February
14, 2025, and the Company’s other filings with the Commission. The Company undertakes no obligation to publicly update any forward-looking
statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or
otherwise.
Exhibit Index
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 5.1 |
|
Opinion of Ogier (Cayman) LLP |
| 5.2 |
|
Opinion of Hunter Taubman Fischer & Li LLC |
| 10.1 |
|
Placement Agency Agreement, dated September 25, 2025, by and between the Company and Univest Securities LLC |
| 10.2 |
|
Form of Securities Purchase Agreement, dated September 25, 2025, by and between the Company and the purchaser thereto |
| 23.1 |
|
Consent of Ogier (Cayman) LLP (included in Exhibit 5.1) |
| 23.2 |
|
Consent of Hunter Taubman Fischer & Li LLC (included in Exhibit 5.2) |
| 99.1 |
|
Press Release on Pricing of the Company’s 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.
| |
WORK Medical Technology Group LTD |
| |
|
| |
By: |
/s/ Shuang Wu |
| |
Name: |
Shuang Wu |
| |
Title: |
Chief Executive Officer |
Date: September 29, 2025
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