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 October 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 of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
Consolidation of Ordinary Shares
On September 12, 2025, WORK Medical Technology
Group LTD (the “Company”) held an extraordinary general meeting of shareholders (the “EGM”). During the EGM, the
shareholders passed certain resolutions with respect to: (i) one or more share consolidations of all of the authorized, issued, and outstanding
shares of the Company (collectively, the “Shares”), each at such consolidation ratio and with such effective time as the board
of directors of the Company (the “Board”) may determine in its sole discretion (together, the “Share Consolidations,”
and each, a “Share Consolidation”); provided, however, that the accumulated consolidation ratio for any and all such Share
Consolidations shall be no less than 2:1 nor greater than 250:1, with such consolidated Shares having the same rights and being subject
to the same restrictions (save as to nominal value) as the existing Shares of each class as set out in the Company’s existing amended
and restated memorandum and articles of association; (ii) an increase in the Company’s authorized share capital from US$250,000
divided into 400,000,000 Class A ordinary shares of par value US$0.0005 each and 100,000,000 Class B ordinary shares of par value US$0.0005
each, to a maximum of US$10,000,000 divided into Class A ordinary shares and Class B ordinary shares, in each case, of the then current
par value, as a result of the Share Consolidation(s) at a ratio of four Class A ordinary shares for every one Class B ordinary shares
(the “Share Capital Increase”); such Share Capital Increase to be conditional upon approval by the Board, in its sole discretion,
and to take effect on such date as the Board may determine, within one year from the date of the EGM; and (iii) the adoption of a further
amended and restated memorandum of association to reflect the relevant Share Consolidation and/or the Share Capital Increase.
On September 29, 2025, the Board passed certain
resolutions with respect to (i) a consolidation of the Shares at the ratio of 100:1; (ii) an increase in the Company’s authorized
share capital from US$250,000 divided into 400,000,000 Class A ordinary shares of par value US$0.0005 each and 100,000,000 Class B ordinary
shares of par value US$0.0005 each, to US$10,000,000 divided into 160,000,000 Class A ordinary shares of par value US$0.05 each and 40,000,000
Class B ordinary shares of par value US$0.05 each; and (iii) the adoption of an amended and restated memorandum of association in substitution
for, and to the entire exclusion of, the Company’s existing memorandum of association, to reflect the Share Consolidation and the
Share Capital Increase.
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. The Company has until April
6, 2026 to regain compliance with Nasdaq Listing Rule 5550(a)(2).
Effective Date; Symbol; CUSIP Number.
The effective date of the Share Consolidation was October 21, 2025 (the “Effective Date”), which was reflected on the Nasdaq
marketplace at the opening of business on October 21, 2025, 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, G9767H117.
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.
Authorized Shares. On the Effective
Date, the Company’s authorized ordinary shares were consolidated at the ratio of one hundred-for-one, and the authorized share capital
of the Company became US$10,000,000 divided into 160,000,000 Class A ordinary shares of par value US$0.05 each and 40,000,000 Class B
ordinary shares of par value US$0.05 each.
Capitalization. As of October 20,
2025, the Company had 103,591,276 ordinary shares issued and outstanding, composed of 95,998,776 Class A ordinary shares and 7,592,500
Class B ordinary shares. As a result of the Share Consolidation, upon the Effective Date, there were approximately 1,035,913 ordinary
shares issued and outstanding, composed of approximately 959,988 Class A ordinary shares and 75,925 Class B ordinary shares (subject to
the adjustment of rounding fractional shares into additional whole shares).
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.
Dated: October 21, 2025
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WORK Medical Technology Group LTD |
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By: |
/s/ Shuang Wu |
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Name: |
Shuang Wu |
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Title: |
Chief Executive Officer |
