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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number 001-42256
WORK Medical Technology Group LTD
(Translation of registrant’s name into English)
1/88 Cook St, Auckland City, 1001, New Zealand
+1 949-818-3667
(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
Unregistered Sales of Equity Securities.
On August 4, 2026, WORK Medical Technology
Group LTD, a Cayman Islands exempted company with limited liability (the “Company”) entered into certain securities purchase
agreements (the “Securities Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the
Company agreed to issue and sell, in a private placement (the “Private Placement”) ordinary shares, including 2,000,000 Class
A ordinary shares, par value US$0.001 per share (the “Class A Ordinary Shares”) at the subscription price of $1.00 per share,
and 50,000 Class B ordinary shares, par value US$0.001 per share (the “Class B Ordinary Shares”) at the subscription price
of $2.50 per share. The Company plans to use the process of approximately $2,125,000 for business expansion, working capital and general
corporate purposes.
The closing of the Placement Private
is subject to the satisfaction of customary closing conditions. As of the date of this report, the closing conditions have not been satisfied,
and the Company has not issued any Class A Ordinary Shares or Class B Ordinary Shares pursuant to the securities purchase agreements.
The Class A Ordinary Shares and the
Class B Ordinary Shares will be issued and sold by the Company to the Investors in reliance upon the exemptions from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, and Regulation
S promulgated thereunder. Each Investor was required to represent that it is not a “U.S. person” in accordance with Regulation
S under the Securities Act. The Company did not engage in general solicitation or advertising and did not offer securities to the public
in connection with the issuance and sale of the Class A Ordinary Shares or the Class B Ordinary Shares described in this report.
The foregoing descriptions of the securities
purchase agreements in connection with issuance and sale of the Class A Ordinary Shares or the Class B Ordinary Shares described in this
report do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which
are filed as Exhibit 10.1 and 10.2, to this Current Report on Form 6-K and incorporated herein by reference.
The Class A Ordinary Shares and Class
B Ordinary Shares to be issued in the Private Placement have not been registered under the Securities Act and none of such securities
may be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable
state securities laws. The Class A Ordinary Shares and Class B Ordinary Shares will be subject to transfer restrictions, and the certificates
evidencing the securities will contain an appropriate legend stating that such securities have not been registered under the Securities
Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.
Neither this Current Report on Form
6-K nor any of the exhibits attached hereto will constitute an offer to sell or the solicitation of an offer to buy Class A Ordinary Shares,
Class B Ordinary Shares or any other securities of the Company
Consolidation of Ordinary Shares
On June 18, 2026, the Company effectuated
a consolidation of its Class A Ordinary Shares and Class B Ordinary Shares (the “Share Consolidation”), which were approved
by the Company’s board of directors on May 13, 2026.
Pursuant to the Share Consolidation,
every 100 Class A Ordinary Shares with a par value of US$0.00001 each was consolidated into one Class A Ordinary Share with a par value
of US$0.001 each and every 100 Class B Ordinary Shares with a par value of US$0.00001 each was consolidated into one Class B Ordinary
Share with a par value of US$0.001 each.
Immediately following the Share Consolidation,
the authorized share capital of the Company was amended from US$200,000 divided into 16,000,000,000 Class A Ordinary Shares of par value
US$0.00001 each and 4,000,000,000 Class B Ordinary Shares of par value US$0.00001 each, to US$200,000 divided into 160,000,000 Class A
Ordinary Shares of par value US$0.001 each and 40,000,000 Class B Ordinary Shares of par value US$0.001 each. No fractional shares were
issued to any shareholders in connection with the Share Consolidation, and that each shareholder was entitled to receive one share of
the Company in lieu of the fractional share of that class that would have resulted from the Share Consolidation.
Reason for the Share Consolidation.
The Share Consolidation was implemented so that the Company can expeditiously meet the continued listing standard of the Nasdaq Stock
Market (“Nasdaq”) relating to the minimum bid price under Nasdaq Listing Rule 5550(a)(2), and to mitigate the risk of the
Company being delisted from the Nasdaq.
Effective Date; Symbol; CUSIP
Number. The effective date of the Share Consolidation was June 18, 2026 (the “Effective Date”), which was reflected
on the Nasdaq marketplace at the opening of business on June 18, 2026, whereupon the Company’s Class A Ordinary Shares began trading
on a post-consolidation basis. The Company’s Class A Ordinary Shares continue to trade on Nasdaq under the same symbol “WOK”
with a new CUSIP Number, G9767H133.
Adjustment; No Fractional Shares.
On the Effective Date, the number of the Company’s ordinary shares held by each shareholder was converted into the number of ordinary
shares held by such shareholder immediately prior to the Share Consolidation divided by one hundred (100), with any resulting fractional
shares rounded up to the whole number of shares.
Non-Certificated Shares.
Shareholders who hold their ordinary shares in electronic form at brokerage firms did not have to take any action, as the Share Consolidation
was automatically reflected in their brokerage accounts.
Capitalization. As of
June 16, 2026, the Company had 241,754,604 ordinary shares issued and outstanding, composed of 241,653,844 Class A Ordinary Shares and
100,760 Class B Ordinary Shares. As a result of the Share Consolidation, as of the Effective Date, there were approximately 2,417,548
ordinary shares issued and outstanding, composed of approximately 2,416,539 Class A Ordinary Shares and 1,009 Class B Ordinary Shares
(subject to the adjustment of rounding fractional shares into additional whole shares).
Previously on June 16, 2026, the Company
issued a press release announcing that it will effect the Share Consolidation. A copy of the press releases is attached hereto as Exhibit
99.1.
Amended and Restated Memorandum of
Association
The Company’s Amended and Restated
Memorandum of Association (the “Amended M&A”), which were adopted by special resolution of the shareholders on February
25, 2026, became effective on May 14, 2026 pursuant to resolutions of the board of directors dated May 13, 2026, and have been filed with
the Cayman Islands Registrar of Companies. Attached to this report on Form 6-K as Exhibit 3.1 is a copy of the Amended M&A of the
Company.
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.
EXHIBIT INDEX
Exhibits
Number |
|
Description |
| 3.1 |
|
Amended and Restated Memorandum of Association, effective on May 14, 2026 |
| 10.1 |
|
Form of Securities Purchase Agreement (Class A Ordinary Shares) |
| 10.2 |
|
Form of Securities Purchase Agreement (Class B Ordinary Shares) |
| 99.1 |
|
Press Release |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Current Report on Form 6-K contains
forward looking statements that involve risks and uncertainties. All statements other than statements of historical fact contained in
this Form 6-K, including statements regarding future events, our future financial performance, business strategy and plans and objectives
of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology
including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,”
“expects,” “intends,” “may,” “plans,” “potential,” “predicts,”
“should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward
looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are
only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk
Factors” or elsewhere in the Company’s Commission filings, which may cause our or our industry’s actual results, levels
of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive
and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can
we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual
results to differ materially from those contained in any forward-looking statements. All forward-looking statements included in this document
are based on information available to us on the date hereof, and we assumes no obligation to update any such forward-looking statements.
You should not place undue reliance
on any forward-looking statement, each of which applies only as of the date of this Form 6-K. Before you invest in our securities, you
should be aware that the occurrence of the events described in the section entitled “Risk Factors” as well as other risks
and factors identified from time to time in the Company’s Commission filings could negatively affect our business, operating results,
financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking
statements after the date of this Form 6-K to conform our statements to actual results or changed expectations.
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.
| Date: August 14, 2026 |
WORK Medical Technology Group LTD |
| |
|
|
| |
By: |
/s/ Shuang Wu |
| |
|
Shuang Wu |
| |
|
Chief Executive Officer |
Exhibit 99.1
WORK Medical Announces 1-for-100
Reverse Stock Split Effective June 18, 2026
Auckland, New Zealand, June 16, 2026 (GLOBE NEWSWIRE)
-- WORK Medical Technology Group LTD (Nasdaq: WOK) (“WORK Medical” or the “Company”), a supplier of medical devices
in China, today announced that it will effect a reverse stock split of its Class A ordinary shares of par value US$0.00001 each and Class
B ordinary shares of par value US$0.00001 each at a ratio of 1-for-100, effective on June 18, 2026 (the “Reverse Stock Split”).
The Company’s Class A ordinary shares are expected to begin trading on a post-consolidation basis at the open of the market session
on June 18, 2026. Upon the market opening on June 18, 2026, the Company’s Class A ordinary shares will continue to trade on The
Nasdaq Capital Market under the symbol “WOK” with the new CUSIP number G9767H133.
Prior to the Reverse Stock Split, 241,653,844
Class A ordinary shares were issued and outstanding. As a result of the Reverse Stock Split, every one hundred (100) shares (or part thereof)
will be combined into one (1) share, with fractional shares rounded up to the next whole share, and approximately 2.42 million Class A
ordinary shares will be issued and outstanding after the Reverse Stock Split. The Reverse Stock Split affects all shareholders uniformly
and will not alter any shareholder's percentage interest in the Company's outstanding ordinary shares, except for adjustments that may
result from the rounding up of fractional shares.
Upon the effectiveness of the Reverse Stock Split,
shareholders holding shares through a bank, broker or other nominee will have their shares automatically adjusted to reflect the Reverse
Stock Split. Beneficial holders may contact their bank, broker or nominee for more information. Please direct any questions to your broker
or the Company’s transfer agent, VStock Transfer, LLC, by calling +1 212-828-8436.
About WORK Medical Technology Group LTD
WORK Medical Technology Group LTD, through its
subsidiary, Work (Hangzhou) Medical Treatment Equipment Co., Ltd. and its subsidiaries in China, is a supplier of medical devices that
develops and manufactures Class I and II medical devices and sells Class I and II disposable medical devices through operating subsidiaries
in China. The Company has a diverse product portfolio comprising 23 products, including customized and multifunctional masks and other
medical consumables. All the products have been sold in 34 provincial-level administrative regions in China, with 15 of them sold in more
than 30 countries worldwide. The Company has received a number of quality-related manufacturing designations and has registered 17 products
with the U.S. Food and Drug Administration allowing their products to enter the U.S. market. For more information, please visit the Company’s
website: https://www.workmedtech.com/corporate.
Forward-Looking Statements
This press release contains forward-looking
statements, including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These statements may be identified by words such as “aims,” “anticipates,” “believes,” “could,”
“estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,”
“plans,” “possible,” “potential,” “seeks,” “will,” and variations of these
words or similar expressions that are intended to identify forward-looking statements. Any such statements in this press release that
are not statements of historical fact may be deemed to be forward-looking statements. Any forward-looking statements in this press release
are based on the Company’s current expectations, estimates and projections only as of the date of this release and are subject to
a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied
by such forward-looking statements. Although the Company believes that the expectations expressed in these forward-looking statements
are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual
results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future
results set forth in the Company’s annual report on Form 20-F and other documents filed by the Company with the U.S. Securities
and Exchange Commission. The Company explicitly disclaims any obligation to update any forward-looking statements except to the extent
required by law.
For more information, please contact:
WORK Medical Technology Group LTD
Investor Relations Department
Email: ir@workmedtech.com
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
