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 2026
Commission
File Number: 001-42951
WeShop
Holdings Limited
(Exact
name of registrant as specified in its charter)
Hawk
House
22
The Esplanade
Jersey,
JE1 1HH
Channel
Islands
+44
(808) 196-8324
(Address
of principal executive office)
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 ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION
CONTAINED IN THIS REPORT ON FORM 6-K
Entry
into a Material Definitive Agreement
On
September 9, 2026, WeShop Holdings Limited (the “Company”) entered into an Ordinary Shares Purchase Agreement (the “Purchase
Agreement”) and a related Registration Rights Agreement (the “Registration Rights Agreement”), with Roth Principal
Investments, LLC (“Roth Principal Investments”). Upon the terms and subject to the satisfaction of the conditions set forth
in the Purchase Agreement, the Company will have the right, in its sole discretion, to sell to Roth Principal Investments up to $25,000,000
of newly issued Class A ordinary shares, no par value, of the Company (the “Ordinary Shares”), subject to certain conditions
and limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of Ordinary Shares
pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company, and the Company is under no
obligation to sell any securities to Roth Principal Investments under the Purchase Agreement.
Upon
the initial satisfaction of each of the conditions to Roth Principal Investments’ purchase obligation set forth in the Purchase
Agreement (the initial satisfaction of such conditions, the “Commencement”, and the date on which the Commencement occurs,
the “Commencement Date”), including that a registration statement on Form F-1 registering under the Securities Act of 1933,
as amended (the “Securities Act”), the resale by Roth Principal Investments of Ordinary Shares issued to it by the Company
under the Purchase Agreement, which the Company agreed to file with the U.S. Securities and Exchange Commission (the “SEC”)
pursuant to the Registration Rights Agreement (the “Registration Statement”), is declared effective by the SEC, the Company
will have the right, but not the obligation, from time to time in its sole discretion for a period of up to 36 months beginning on the
Commencement Date, to direct Roth Principal Investments to purchase up to a specified maximum amount of Ordinary Shares, in one or more
Market Open Purchases, Intraday Purchases, Pre-Market Purchases and/or Post-Market Purchases (each, as defined below, and together, “Purchases”),
by timely delivering written notice to Roth Principal Investments for each such Purchase in accordance with the Purchase Agreement on
any trading day selected by the Company as the purchase date therefor (the “Purchase Date”), so long as (i) the closing sale
price of Ordinary Shares on the trading day immediately prior to such Purchase Date (or, in the case of a Post-Market Purchase, on such
Purchase Date) is not less than a specified threshold price as set forth in the Purchase Agreement (the “Threshold Price”)
and (ii) all Ordinary Shares subject to all prior Purchases effected by the Company under the Purchase Agreement on or before the trading
day immediately preceding such Purchase Date have been received by Roth Principal Investments at such time and in the manner set forth
in the Purchase Agreement.
The
purchase price of the Ordinary Shares that the Company elects to sell to Roth Principal Investments in a Purchase pursuant to a timely
delivered written notice in accordance with the Purchase Agreement after 7:30 a.m., New York City time, and prior to 9:00 a.m., New York
City time, on the Purchase Date (a “Market Open Purchase”) will be determined by reference to the volume weighted average
price of the Ordinary Shares (“VWAP”) during the period (the “Market Open Purchase Valuation Period”) beginning
at the official open (or “commencement”) of the regular trading session on The Nasdaq Capital Market (“Nasdaq”)
on the applicable Purchase Date and ending at the earliest to occur of (i) the official close of the regular trading session, (ii) such
time during such regular trading session that the trading volume threshold calculated in accordance with the Purchase Agreement is reached
and (iii) if the Company further specifies in the applicable purchase notice for such Market Open Purchase that a “limit order
discontinue election” shall apply to such Market Open Purchase, such time the trading price of the Ordinary Shares on Nasdaq during
such Market Open Purchase Valuation Period falls below the applicable minimum price threshold determined in accordance with the Purchase
Agreement, less a fixed 3.0% discount to the VWAP for such Market Open Purchase Valuation Period.
In
addition to the Market Open Purchases described above, after the Commencement, the Company will also have the right, but not the obligation
(subject to the continued satisfaction of the purchase conditions contained in the Purchase Agreement), to direct Roth Principal Investments
to purchase, on any trading day that would qualify as a Purchase Date on which the Company may elect to effect a Market Open Purchase,
whether or not a Market Open Purchase is effected by the Company on such trading day, a specified number of Ordinary Shares, not to exceed
certain limitations set forth in the Purchase Agreement that are similar to those applicable to Market Open Purchases (each, an “Intraday
Purchase”), by timely delivering an irrevocable written notice of such Intraday Purchase to Roth Principal Investments after 10:00
a.m., New York City time (and after the Market Open Purchase Valuation Period for any earlier Market Open Purchase and the Intraday Purchase
Valuation Period (defined below) for the most recent prior Intraday Purchase effected on the same Purchase Date, if applicable, have
ended), and prior to 2:00 p.m., New York City time, on such Purchase Date (each, an “Intraday Purchase Notice”).
The
per share purchase price for the Ordinary Shares that the Company elects to sell to Roth Principal Investments in an Intraday Purchase
pursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of a Market Open Purchase (including
the same fixed 3.0% discount to the applicable VWAP used to calculate the per share purchase price for a Market Open Purchase, as described
above), provided that the VWAP for each Intraday Purchase effected on a Purchase Date will be calculated over different purchase valuation
periods during the regular trading session on Nasdaq on such Purchase Date than the Market Open Purchase Valuation Period applicable
to a Market Open Purchase effected on such Purchase Date (if any), each of which will commence and end at different times on such Purchase
Date and will not overlap with any other purchase valuation period on such Purchase Date (each, an “Intraday Purchase Valuation
Period”).
In
addition to the Market Open Purchases and Intraday Purchases described above, after the Commencement, the Company will also have the
right, but not the obligation (subject to the continued satisfaction of the purchase conditions contained in the Purchase Agreement),
to direct Roth Principal Investments to purchase, on any trading day that would qualify as a Purchase Date on which the Company may elect
to effect a Market Open Purchase, whether or not a Market Open Purchase is effected by the Company on such trading day, a specified number
of Ordinary Shares, not to exceed certain limitations set forth in the Purchase Agreement (each, a “Pre-Market Purchase”),
by timely delivering an irrevocable written notice of such Pre-Market Purchase to Roth Principal Investments after 7:00 a.m., New York
City time, and prior to 8:30 a.m., New York City time, on such Purchase Date (each, a “Pre-Market Purchase Notice”).
The
per share purchase price for the Ordinary Shares that the Company elects to sell to Roth Principal Investments in a Pre-Market Purchase
pursuant to the Purchase Agreement, if any, will be determined by reference to the VWAP of the Ordinary Shares over a purchase valuation
period to be calculated in accordance with the Purchase Agreement, which period will not overlap with the valuation period for any other
Purchase effected on the same Purchase Date, less a fixed 5.0% discount to such VWAP (such period, a “Pre-Market Purchase Valuation
Period”).
In
addition to the Market Open Purchases, Intraday Purchases and Pre-Market Purchases described above, after the Commencement, the Company
will also have the right, but not the obligation (subject to the continued satisfaction of the purchase conditions contained in the Purchase
Agreement), to direct Roth Principal Investments to purchase, on any trading day that would qualify as a Purchase Date on which the Company
may elect to effect a Market Open Purchase, whether or not a Market Open Purchase is effected by the Company on such trading day, a specified
number of Ordinary Shares, not to exceed certain limitations set forth in the Purchase Agreement (each, a “Post-Market Purchase”),
by timely delivering an irrevocable written notice of such Post-Market Purchase to Roth Principal Investments after 4:05 p.m., New York
City time, and prior to 5:00 p.m., New York City time, on such Purchase Date (each, a “Post-Market Purchase Notice”).
The
per share purchase price for the Ordinary Shares that the Company elects to sell to Roth Principal Investments in a Post-Market Purchase
pursuant to the Purchase Agreement, if any, will be determined by reference to the VWAP of the Ordinary Shares over a purchase valuation
period to be calculated in accordance with the Purchase Agreement, which period will not overlap with the valuation period for any other
Purchase effected on the same Purchase Date, less a fixed 5.0% discount to such VWAP (such period, a “Post-Market Purchase Valuation
Period,” and together with the Market Open Purchase Valuation Period, Intraday Purchase Valuation Period and Pre-Market Purchase
Valuation Period, each a “Valuation Period”).
There
is no upper limit on the price per share that Roth Principal Investments could be obligated to pay for Ordinary Shares the Company may
elect to sell to it in any Purchase under the Purchase Agreement. The purchase price per share of Ordinary Shares that the Company may
elect to sell to Roth Principal Investments in a Purchase under the Purchase Agreement will be equitably adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the applicable Valuation
Period for such Purchase.
The
Company will control the timing and amount of any sales of Ordinary Shares to Roth Principal Investments that it may elect, in its sole
discretion, to effect from time to time from and after the Commencement Date and during the term of the Purchase Agreement. Actual sales
of Ordinary Shares to Roth Principal Investments under the Purchase Agreement will depend on a variety of factors to be determined by
the Company from time to time, including, among other things, market conditions, the trading price of the Ordinary Shares and determinations
by the Company as to the appropriate sources of funding for the Company and its operations.
Under
the applicable Nasdaq rules, in no event may the Company issue to Roth Principal Investments under the Purchase Agreement more than 2,342,254
Ordinary Shares, which number of shares is equal to 19.99% of the Ordinary Shares issued and outstanding immediately prior to the execution
of the Purchase Agreement (the “Exchange Cap”), unless (i) the Company obtains shareholder approval to issue Ordinary Shares
in excess of the Exchange Cap in accordance with applicable Nasdaq rules, (ii) the Company takes all actions required pursuant to Nasdaq
Rule 5615(a)(3) to rely on the exemption for foreign private issuers from applicable Nasdaq rules by adopting the home country practice
in connection with the transactions contemplated by the Purchase Agreement (including an exemption from any Nasdaq rules that would otherwise
require seeking shareholder approval in respect of such transactions), which allows the Company to issue the Ordinary Shares to Roth
Principal Investments without regard to the limitations imposed by Nasdaq Rule 5635(d), or (iii) the average price per share paid by
Roth Principal Investments for all of the Ordinary Shares that the Company directs Roth Principal Investments to purchase from the Company
pursuant to the Purchase Agreement, if any, equals or exceeds $5.3475 (representing the sum of (i) $0.2135 and (ii) the
lower of (a) the official closing price of the Ordinary Shares on Nasdaq on the date of execution of the Purchase Agreement and
(b) the average official closing price of the Ordinary Shares on Nasdaq for the five consecutive trading days ending on the date of
execution of the Purchase Agreement, as adjusted in accordance with applicable Nasdaq rules), so that the Exchange Cap limitation will
not apply to issuances and sales of Ordinary Shares pursuant to the Purchase Agreement.
In
addition, the Company may not issue or sell any Ordinary Shares to Roth Principal Investments under the Purchase Agreement which, when
aggregated with all other Ordinary Shares then beneficially owned by Roth Principal Investments and its affiliates (as calculated pursuant
to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 thereunder), would
result in Roth Principal Investments beneficially owning more than 4.99% of the outstanding Ordinary Shares.
The
net proceeds from sales of Ordinary Shares by the Company to Roth Principal Investments under the Purchase Agreement, if any, will depend
on the frequency and prices at which the Company sells Ordinary Shares to Roth Principal Investments under the Purchase Agreement. To
the extent the Company elects to sell Ordinary Shares to Roth Principal Investments under the Purchase Agreement from and after the Commencement
Date, the Company currently plans to use any net proceeds therefrom for working capital and general corporate purposes, including enhancing
its technology, deepening member engagement and expanding its community ownership model.
There
are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase
Agreement or Registration Rights Agreement, other than a prohibition (with certain limited exceptions) on entering into specified “Variable
Rate Transactions” (as such term is defined in the Purchase Agreement) during the term of the Purchase Agreement. Such transactions
include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the
trading price of the Ordinary Shares after the date of issuance, or the Company effecting or entering into an agreement to effect an
“equity line of credit” or other substantially similar continuous offering with a third party, in which the Company may offer,
issue or sell Ordinary Shares or any securities exercisable, exchangeable or convertible into Ordinary Shares at a future determined
price. The Company may, however, enter into a Variable Rate Transaction with the prior written consent of Roth Principal Investments.
The foregoing restriction is also subject to certain limited exceptions for Exempt Issuances (as defined in the Purchase Agreement),
which include issuances pursuant to equity compensation plans, the Company’s WeShop Shareback™ Rewards Plan (the “Shareback
Plan”), and certain other transactions, as described in the Purchase Agreement.
Roth
Principal Investments has agreed that during the term of the Purchase Agreement and through and including the trading day next following
the expiration or termination of the Purchase Agreement, none of Roth Principal Investments, any of its officers, or any entity managed
or controlled by Roth Principal Investments, will enter into or effect, directly or indirectly, either for Roth Principal Investments’
own principal account or for the principal account of any such entity managed or controlled by Roth Principal Investments, any short
sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Ordinary Shares or any hedging transaction, which
establishes a net short position with respect to the Ordinary Shares.
The
Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification
obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for the purposes
of such agreements, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the
contracting parties.
The
Purchase Agreement will automatically terminate on the earliest to occur of (i) the first day of the month following the 36-month anniversary
of the Commencement Date, (ii) the date on which Roth Principal Investments shall have purchased from the Company under the Purchase
Agreement Ordinary Shares for an aggregate gross purchase price of $25,000,000, (iii) the date on which the Ordinary Shares shall have
failed to be listed or quoted on Nasdaq or another U.S. national securities exchange identified as an “eligible market” in
the Purchase Agreement for a period of one trading day, (iv) the 30th trading day after the date on which a voluntary or involuntary
bankruptcy proceeding involving the Company has been commenced that is not discharged or dismissed prior to such 30th trading day, and
(v) the date on which a bankruptcy custodian is appointed for all or substantially all of the Company’s property or the Company
makes a general assignment for the benefit of its creditors.
As
consideration for Roth Principal Investments’ commitment to purchase Ordinary Shares at the Company’s direction upon the
terms and subject to the conditions set forth in the Purchase Agreement, the Company agreed to pay to Roth Principal Investments a cash
commitment fee of $500,000 (the “Commitment Fee”), which is equal to 2.0% of Roth Principal Investments’ $25,000,000
total aggregate dollar amount purchase commitment under the Purchase Agreement. The $500,000 Commitment Fee will be paid over time by
Roth Principal Investments withholding cash amounts equal to 10% of the total aggregate purchase price payable by Roth Principal Investments
to the Company in connection with each Purchase of Ordinary Shares effected under the Purchase Agreement, until such time as Roth Principal
Investments shall have received from such cash withholdings a total aggregate amount in cash equal to $500,000, representing the entire
Commitment Fee payable to Roth Principal Investments pursuant to the Purchase Agreement.
In
addition, the Company agreed to reimburse Roth Principal Investments for the reasonable legal fees and disbursements of Roth Principal
Investments’ legal counsel in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights
Agreement in an amount equal to $75,000, payable upon execution of the Purchase Agreement and Registration Rights Agreement. The Company
also agreed to reimburse Roth Principal Investments for up to $7,500 semi-annually (or if the Company files with the SEC financial information
on a quarterly basis, then per fiscal quarter) for the reasonable legal fees and disbursements of Roth Principal Investments’ legal
counsel in connection with semi-annual and annual bring-down due diligence investigations and related matters as contemplated by the
Purchase Agreement.
The
Company has the right to terminate the Purchase Agreement at any time after Commencement upon five (5) trading days’ prior written
notice to Roth Principal Investments, subject to the Company having paid all Commitment Fee amounts (or earned portions thereof) required
to be paid to Roth Principal Investments, either through Roth Principal Investments’ withholding of the amounts otherwise payable
to the Company or by cash payment directly to Roth Principal Investments, as applicable, pursuant to and in such manner as set forth
in the Purchase Agreement, and all legal fee reimbursement payments required to be paid to Roth Principal Investments pursuant to the
Purchase Agreement. If total withholdings are less than $500,000 at termination, the Company has no obligation to pay the shortfall
unless the Company terminates the Purchase Agreement within 90 days following the signing of the Purchase Agreement, in which case the
Company will be obligated to pay Roth Principal Investments, in cash the amount, if any, by which $500,000 exceeds the aggregate amount
of the Commitment Fee previously withheld by Roth Principal Investments from the purchase prices paid for Ordinary Shares. The Company
and Roth Principal Investments may also agree to terminate the Purchase Agreement by mutual written consent, provided that no termination
of the Purchase Agreement will be effective prior to the fifth trading day immediately following the settlement date related to any Purchase
that has not then fully settled in accordance with the Purchase Agreement. Neither the Company nor Roth Principal Investments may assign
or transfer any of their respective rights or obligations under the Purchase Agreement or the Registration Rights Agreement, and no provision
of the Purchase Agreement or the Registration Rights Agreement may be modified or waived by the Company or Roth Principal Investments
from and after the date that is one trading day immediately preceding the date on which the initial Registration Statement is first filed
with the SEC.
The
Company has engaged Compass Point, LLC, a registered broker-dealer and FINRA member (the “Qualified Independent Underwriter”),
to be the qualified independent underwriter in connection with the offering to be registered under the Registration Statement and, in
such capacity, to participate in the preparation of the Registration Statement and exercise the usual standards of “due diligence”
with respect thereto, in order for such offering to be in full compliance with the applicable rules and regulations of the Financial
Industry Regulatory Authority, Inc. (“FINRA”), including FINRA Rule 5121. The Company has agreed to reimburse Roth Principal
Investments for the fees and expenses of the Qualified Independent Underwriter up to $50,000, as consideration for the Qualified Independent
Underwriter’s services in connection with acting as the qualified independent underwriter in the offering to be registered under
the Registration Statement. The Qualified Independent Underwriter will receive no other compensation for acting as the qualified independent
underwriter in connection with such offering.
The
Ordinary Shares that may be issued pursuant to the Purchase Agreement will be issued without registration under the Securities Act, in
reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule
506(b) promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable
state laws. This Report on Form 6-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the
Company, nor shall there be any sale of any securities of the Company in any state or other 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 other jurisdiction.
The
foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to
the full text of such agreements, copies of which are attached to this Report on Form 6-K as Exhibits 10.1 and 10.2, respectively, and
each of which is incorporated herein in its entirety by reference.
The
information set out in this Report on Form 6-K (including Exhibit 10.1 and Exhibit 10.2) is hereby incorporated by reference into the
Company’s registration statement on Form S-8 (File No. 333-291968), and into any prospectus forming a part thereof, and shall be
deemed to be a part thereof from the date on which this Report is furnished, to the extent not superseded by information subsequently
filed or furnished.
EXHIBIT
INDEX
| Exhibit |
|
Description |
| 10.1 |
|
Ordinary Shares Purchase Agreement, dated as of September 9, 2026, by and between WeShop Holdings Limited and Roth Principal Investments, LLC |
| 10.2 |
|
Registration Rights Agreement, dated as of September 9, 2026, by and between WeShop Holdings Limited and Roth Principal Investments, LLC |
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.
| WESHOP
HOLDINGS LIMITED |
|
| |
|
|
| By: |
/s/
Maria Weaver |
|
| Name: |
Maria
Weaver |
|
| Title: |
Chief
Executive Officer |
|
| Date: |
September
28, 2026 |
|
