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 March 2026
Commission File Number: 001-41661
Jin Medical International Ltd.
(Exact name of registrant as specified in its charter)
No. 33 Lingxiang Road, Wujin District
Changzhou City, Jiangsu Province
People’s Republic of China
(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 ☐
1-for-20 Share Combination and Press Release
As previously disclosed in the report on Form
6-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 4, 2026 by Jin Medical International
Limited, an exempted company incorporated in the Cayman Islands (the “Company”), at the Company’s extraordinary
general meeting held on January 30, 2026 (the “EGM”), the Company’s shareholders approved up to three share consolidations
of the Company’s authorized and issued ordinary shares within two years from the date of the EGM at the pre-determined consolidation
ratios approved at the EGM, to be effected if the closing market price of the Company’s Class A ordinary shares is less than US$1.00.
The Company’s board of directors (the “Board”) was authorized, in its sole discretion, to determine whether and
when to effect any such share consolidation and to implement any such consolidation in accordance with the shareholders’ approval.
On February 3, 2026, the Board approved a combination of
all of the Company’s authorized and issued Class A ordinary shares and Class B ordinary shares at a ratio of one-for-twenty (1-for-20)
(the “Share Consolidation”).
In addition, as previously disclosed in the report
on Form 6-K filed by the Company with the SEC on February 4, 2026, the Company has reclassified its share capital from a single class
of ordinary shares to a dual class of Class A ordinary shares and Class B ordinary shares, effective as of the date of the EGM (the “Reclassification”).
As a result of the Reclassification and the Share Consolidation, the Company’s authorized share capital became US$50,000 divided
into 45,000,000 Class A ordinary shares of a par value of US$0.001 each, and 5,000,000 Class B ordinary shares of a par value of US$0.001
each.
The Reclassification and the Share Consolidation
became effective with The Nasdaq Stock Market LLC (“Nasdaq”) on March 16, 2026 at 09:00 a.m., Eastern Time (the “Effective
Time”).
At the Effective Time, every twenty (20) shares
of the Company’s authorized and issued ordinary shares (including all Class A ordinary shares and Class B ordinary shares) were
combined into one (1) share of ordinary share in the respective share class. The number of issued and outstanding shares of Class A ordinary
shares was therefore reduced from 136,547,100 shares to 6,827,355 shares, and the number of issued and outstanding shares of Class B ordinary
shares was therefore reduced from 20,000,000 shares to 1,000,000 shares.
The Company believes the Share Consolidation is
a proactive measure as part of the Company’s strategic plan to maintain compliance with continued listing requirements of Nasdaq,
while it is also intended for strengthening the Company’s long-term capital structure.
The Company’s Class A ordinary shares will
continue to trade on Nasdaq under the existing symbol “ZJYL” and will begin trading on a consolidation-adjusted basis as of
the Effective Date. The new CUSIP number for the Class A ordinary shares following the Share Consolidation is G5140V120.
On March 11, 2026, the Company published a press
release entitled “Jin Medical International Ltd. Announces 1-for-20 Share Combination as Part of Strategic Nasdaq Compliance
Initiative”, a copy of which is attached hereto as Exhibit 99.1.
This Report shall be deemed to be incorporated
by reference into the registration statement on Form F-3 (File No. 333-288314), and to be a part thereof from the date on which this current report on Form 6-K is filed, to the extent
not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated March 11, 2026 |
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.
| |
Jin Medical International Ltd. |
| |
|
|
| Date: March 17, 2026 |
By: |
/s/ Erqi Wang |
| |
|
Erqi Wang |
| |
|
Chief Executive Officer |
Exhibit 99.1
Jin Medical International Ltd. Announces 1-for-20 Share Combination
as Part of Strategic Nasdaq Compliance Initiative
CHANGZHOU, China, March 11, 2026 /PRNewswire/ -- Jin Medical
International Ltd. (NASDAQ: ZJYL) (“Jin Medical”, and together with all its subsidiaries and consolidated
entities, the “Company”), a NASDAQ-listed leading provider of rehabilitation medical equipment, today announced that
its Board of Directors has approved an 1-for-20 share combination of all its authorized and issued ordinary shares (the “Stock
Combination”) pursuant to the authorization granted from an extraordinary general meeting of the Company’s shareholders on January
30, 2026 (the “EGM”). Effective as of the date of the EGM, the Company’s authorized share capital is reclassified into
a dual class of Class A ordinary shares and Class B ordinary shares (the “Reclassification”). As a result of the Reclassification
and the Stock Combination, the Company’s authorized share capital will be US$50,000 divided into 45,000,000 Class A ordinary shares of
a par value of US$0.001 each, and 5,000,000 Class B ordinary shares of a par value of US$0.001 each. In accordance with the requirements
under Cayman Islands law, the Company has filed the second amended and restated memorandum and articles of association with the Registrar
of Companies in the Cayman Islands to reflect the Reclassification. The Company has also filed the EGM minutes along with the board resolutions
approving the Stock Combination with the Registrar of Companies in the Cayman Islands to effectuate the Stock Combination.
The Stock Combination will become effective on March 16, 2026 at 09:00
a.m., Eastern Time.
The Company’s Class A ordinary shares will continue to trade on The
Nasdaq Capital Market (“Nasdaq”) under the existing symbol “ZJYL” and will begin trading on a consolidation-adjusted
basis when the market opens on March 16, 2026. The new CUSIP number for the Class A ordinary shares following the Stock Combination will
be G5140V120.
At the effective time of the Stock Combination, every 20 shares of
the Company’s authorized and issued ordinary shares (including all Class A ordinary shares and Class B ordinary shares) will be combined
into 1 share of ordinary share in the respective share class. This will reduce the number of issued and outstanding shares of Class A
ordinary shares from 136,547,100 shares to 6,827,355 shares, and reduce the number of issued and outstanding shares of Class B ordinary
shares from 20,000,000 shares to 1,000,000 shares.
The Company believes the Stock Combination is a proactive measure as
part of the Company’s strategic plan to maintain compliance with Nasdaq’s continued listing requirements, while it is also intended for
strengthening the Company’s long-term capital structure.
About Jin Medical International Ltd.
Founded in 2006 and headquartered at Changzhou, Jiangsu Province of
China, Jin Medical designs, develops, manufactures and markets wheelchairs and living aids products for people with disabilities, elderlies,
and for rehabilitation application. Currently, Jin Medical already operates two manufacturing plants of approximately 230,000 square feet
in the aggregate in Changzhou City and Taizhou City, Jiangsu Province, China. Jin Medical is currently establishing a new facility with
430,000 square feet in Chuzhou, Anhui Province, China. Jin Medical works with more than 40 distributors in China and more than 20 international
distributors. The majority of Jin Medical’s wheelchair products, with more than 30 models, are sold to distributors in Japan and China.
Jin Medical continuously delivers innovative wheelchair products that are both lightweight and ergonomic. For more information, please
visit: http://www.jinmed.com.
Forward-Looking Statement
This press release contains forward-looking statements as defined by
the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals,
strategies, future events or performances, and underlying assumptions and other statements that are other than statements of historical
facts. When the Company uses words such as “may”, “will”, “should”, “intend”, “plan”,
“strive”, “believe”, “expect”, “anticipate”, “project”, “estimate,” or similar
expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not
guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s
expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks, including, but not
limited to, the following: the Company’s ability to achieve its goals and strategies, the Company’s future business development and plans
for future business development, including its financial conditions and results of operations, product and service demand and acceptance,
reputation and brand, the impact of competition and pricing, changes in technology, government regulations, import and export restrictions,
fluctuations in general economic and business conditions, and assumptions underlying or related to any of the foregoing and other risks
contained in reports filed by the Company with the U.S. Securities and Exchange Commission (“SEC”). For these reasons,
among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional
factors are discussed in the Company’s filings with the SEC, as well as its current reports on Form 6-K and other filings, all of which
are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements
to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
ir@jinmed.com
