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ZJK Industrial (Nasdaq: ZJK) arranges $9.8M at-the-market share sales

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Form Type
6-K

Rhea-AI Filing Summary

ZJK Industrial Co., Ltd. entered into a Sales Agreement with Chaince Securities, LLC to conduct an at-the-market offering of up to $9,800,000 of its Class A ordinary shares. The shares may be sold from time to time under a base prospectus and prospectus supplement tied to its effective Form F-3 shelf registration.

Chaince Securities will act as sales agent using commercially reasonable efforts, with no obligation on either party to sell or purchase shares. ZJK Industrial will pay a 3.0% commission on aggregate gross proceeds plus US$0.02 per share and reimburse specified expenses up to $100,000 initially and $10,000 per representation date. The arrangement can be terminated by either party by notice, and the disclosure is incorporated by reference into ZJK’s Form S-8 and Form F-3 registrations.

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Filing Explained

ZJK has conditional capacity to issue up to 9.8 million dollars of equity, but the filing reports no completed sale or immediate dilution.

As a Form 6-K, this report furnishes interim material information from a foreign private issuer; here, ZJK Industrial discloses an August 3, 2026 agreement to sell Class A ordinary shares through Chaince Securities.

The agreement permits sales of up to $9,800,000, but neither ZJK nor the sales agent is required to sell or purchase shares, so the filing establishes conditional issuance capacity rather than a completed issuance. An at-the-market arrangement allows those shares to be sold gradually into the open market at prevailing prices rather than through one single priced deal.

If shares are sold, the increased share count would reduce existing holders’ percentage ownership absent offsetting changes; the filing does not establish that this dilution has occurred.

ATM program size $9,800,000 of Class A Ordinary Shares Maximum aggregate amount of shares offered under at-the-market Sales Agreement
Sales agent commission 3.0% of aggregate gross proceeds Commission payable to Chaince Securities on each sale of Offered Shares
Per-share fee US$0.02 per Class A Ordinary Share Execution and clearing cost per share sold under the Sales Agreement
Initial expense cap $100,000 Maximum reimbursement for negotiation, execution and initial implementation costs
Per-representation date cap $10,000 Maximum reimbursement for each representation date certificate requirement
at the market offering financial
"method permitted by law that is deemed to be an “at the market offering”"
An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.
shelf registration statement regulatory
"form a part of the Company’s shelf registration statement on Form F-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"a prospectus supplement, dated August 3, 2026, providing for the offer and sale"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
indemnification and contribution regulatory
"the Company has agreed to provide the Sales Agent with customary indemnification and contribution rights"
Form F-3 regulatory
"shelf registration statement on Form F-3, as amended"
Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.
Offering Type ATM

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FAQ

What did ZJK (ZJK) announce regarding new share sales?
ZJK Industrial entered a Sales Agreement with Chaince Securities for an at-the-market program to sell up to $9,800,000 of Class A ordinary shares. Shares may be sold from time to time under its effective Form F-3 shelf registration and related prospectus supplement.

How large is ZJK (ZJK)’s at-the-market offering program?
The at-the-market program allows ZJK Industrial to offer and sell up to $9,800,000 of Class A ordinary shares. These shares are issued under a base prospectus dated March 27, 2026 and an August 3, 2026 prospectus supplement tied to its Form F-3 shelf registration.

Who is the sales agent for ZJK (ZJK)’s at-the-market offering and what is its role?
Chaince Securities, LLC is ZJK Industrial’s sales agent, using commercially reasonable efforts to sell shares based on ZJK’s instructions. It may sell by any lawful method deemed an “at the market offering” under Rule 415(a)(4), with no obligation to buy shares itself.

What fees will ZJK (ZJK) pay under the Sales Agreement?
ZJK Industrial will pay Chaince Securities a 3.0% commission on aggregate gross proceeds from each sale plus a US$0.02 per-share fee. ZJK will also reimburse certain expenses, capped at $100,000 initially and $10,000 for each specified representation date.

Can ZJK (ZJK) or Chaince Securities terminate the Sales Agreement?
Both ZJK Industrial and Chaince Securities have the right to terminate the Sales Agreement by giving notice as specified in the agreement. This provides flexibility for either party to end the at-the-market sales arrangement if circumstances or strategic priorities change.

How is this at-the-market program integrated with ZJK (ZJK)’s existing registrations?
The contents of this report are incorporated by reference into ZJK Industrial’s Form S-8 (File No. 333-288383) and its Form F-3 shelf registration (File No. 333-293519), which was declared effective on March 27, 2026, aligning the ATM program with existing registration statements.

 

 

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 August 2026

 

Commission File Number 001-42286

 

ZJK Industrial Co., Ltd.

 

No.8, Jingqiang Road, 138 Industrial Zone,

Xiuxin Community, Kengzi Town,

Pingshan New Area, Shenzhen

People’s Republic of China, 518122

+86-0755-28341175

(Address of principal executive office)

 

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 ☐

 

 

 

Sales Agreement for At The Market Offering

 

On August 3, 2026, ZJK Industrial Co., Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Company”) entered into a sales agreement (the “Sales Agreement”) with Chaince Securities, LLC (the “Sales Agent”), acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, to or through the Sales Agent, Class A ordinary shares of the Company, par value $0.000016666667 per share (the “Class A Ordinary Shares,” and such Class A Ordinary Shares offered and sold pursuant to the Sales Agreement, the “Offered Shares”).

 

Under the Sales Agreement, the Offered Shares will be offered and sold pursuant to a base prospectus, dated March 27, 2026, and a prospectus supplement, dated August 3, 2026, providing for the offer and sale of up to $9,800,000 of Class A Ordinary Shares, that form a part of the Company’s shelf registration statement on Form F-3, as amended (File No. 333-293519), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2026.

 

The Company is not obligated to sell any Offered Shares under the Sales Agreement, and the Sales Agent is not under any obligation to purchase any Offered Shares (including on a principal basis) pursuant to the Sales Agreement, except as otherwise agreed by the Sales Agent and the Company in writing pursuant to a separate agreement setting forth the terms of such sale. Subject to the terms and conditions of the Sales Agreement, the Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market LLC to sell Offered Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Upon delivery of a placement notice, and subject to the Company’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, the Sales Agent may sell Offered Shares by any method permitted by law that is deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Sales Agreement contains customary representations and warranties of the parties. The Company will pay the Sales Agent a fixed commission of 3.0% of the aggregate gross proceeds from each sale of the Offered Shares plus a per share fee of US$0.02 per Class A Ordinary Share sold to cover execution and clearing costs, and the Company has agreed to provide the Sales Agent with customary indemnification and contribution rights. The Company has also agreed to reimburse the Sales Agent for certain specified expenses in amounts (x) not to exceed $100,000 in connection with the negotiation, execution and initial implementation of the Sales Agreement and the transactions contemplated thereby, and (y) not to exceed $10,000 for each representation date on which the Company is required to provide a certificate under the Sales Agreement. The Sales Agent and the Company have the right, by giving notice as specified in the Sales Agreement, to terminate the Sales Agreement.

 

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is attached as Exhibit 10.1 to this Form 6-K and incorporated by reference herein. A copy of the opinion of Ogier (Cayman) LLP, as Cayman Islands counsel to the Company, regarding the legality of the issuance and allotment of the Class A Ordinary Shares under the Sales Agreement is attached hereto as Exhibit 5.1 to this Form 6-K and is incorporated by reference herein. Copies of the consent letters of HTL International, LLC with respect to consolidated financial statements of PSM-ZJK Fasteners (Shenzhen) Co., Ltd as of December 31, 2024 and 2025, and for each of the two years in the period ended December 31, 2025 and TPS Thayer, LLC with respect to financial statements of PSM-ZJK Fasteners (Shenzhen) Co., Ltd as of and for the year ended December 31, 2023 are attached hereto as Exhibit 23.2 and 23.3, respectively, to this Form 6-K and are incorporate by reference herein.

 

This Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Offered Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Incorporation by Reference

 

The contents of this Report on Form 6-K are hereby incorporated by reference into (i) the Company’s registration statement on Form S-8 (File No. 333-288383) filed with the SEC on June 27, 2025 and (ii) the Company’s registration statement on Form F-3 (File No. 333-293519) that was initially filed with the SEC on February 17, 2026 and declared effective by the SEC on March 27, 2026.

 

 

 

Exhibits

 

Exhibit Number   Exhibit Description
5.1   Opinion of Ogier (Cayman) LLP, Cayman Islands counsel to the Company
10.1   Sales Agreement, dated August 3, 2026, by and between the Company and the Sales Agent
23.1   Consent of Ogier (Cayman) LLP, Cayman Islands counsel to the Company (included in Exhibit 5.1)
23.2   Consent of HTL International, LLC
23.3   Consent of TPS Thayer, LLC

 

 

 

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, thereto duly authorized.

 

ZJK Industrial Co., Ltd.  
(Registrant)  
     
By: /s/ Ning Ding  
Name:  Ning Ding  
Title: Chief Executive Officer, Chief Financial Officer, Chairman of the Board and Director  

 

Date: August 3, 2026

 

 

 

Source: View Original Filing on SEC EDGAR

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