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: 001-38146
ZK
INTERNATIONAL GROUP CO., LTD.
(Exact name of registrant as specified in its charter)
c/o Zhejiang Zhengkang Industrial Co., Ltd.
No. 678 Dingxiang Road, Binhai Industrial Park
Economic & Technology Development Zone
Wenzhou, Zhejiang Province
People’s Republic of China 325025
(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 ☐
On March 18, 2026, ZK International Group Co.,
Ltd. (the “Registrant” or the “Company”) announced that it will hold its 2026 Extraordinary General Meeting of
Shareholders (the “Meeting”) on March 26, 2026. Shareholders of record who hold ordinary shares of the Company at the close
of business on March 19, 2026 will be entitled to notice of and to vote at the Meeting and any postponements or adjournments thereof.
At the Meeting, the shareholders will be
asked to vote on (1) the proposed sale of the Company’s subsidiaries, ZK Pipe Industry Co. Ltd., a company incorporated under
the laws of Hong Kong, Wenzhou Weijia Pipeline Development Co., Ltd., a company incorporated under the laws of the People’s
Republic of China (the “PRC”), Zhejiang Zhengkang Industrial Co. Ltd., a company incorporated under the laws of the PRC,
Wenzhou Zhengfeng Industry and Trade Co. Ltd., a company incorporated under the laws of the PRC, Wenzhou Suona Piping Limited, a
company incorporated under the laws of the PRC, XSigma Corporation, a company incorporated under the laws of the British Virgin
Islands, xSigma Trading, LLC, a Delaware limited liability company, and ZK International Uganda Limited, a company incorporated
under the laws of the Republic of Uganda, to PIONEER INVESTMENT MANAGEMENT LTD., a U.S. company, in exchange for a cash
consideration of $21,000,000 (the “Resolution 1”), and (2) a proposal that conditional upon the passing of Resolution 1,
(a) a general mandate be and is hereby granted to the board of directors of the Company (the “Board”) to exercise
absolute discretion, in determining, negotiating and finalizing all specific terms, conditions and arrangements related to the
Transaction, as the Board deems fit; and (b) if and when deemed advisable by the Board in its sole discretion, any director or
officer of the company be authorized, for and on behalf of the Company, to execute all definitive agreements related to the
Transaction and take all such other acts and things and execute all such documents necessary or desirable to implement the
Transaction.
The Notice of the Meeting is furnished herewith
as Exhibit 99.1.
Exhibits
| Exhibit No. |
|
Description of Exhibit |
| 99.1 |
|
Notice of 2026 Extraordinary General Meeting of Shareholders |
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: March 18, 2026 |
ZK International Group Co., Ltd.. |
| |
|
|
| |
By: |
/s/ Ruihong Ma |
| |
|
Ruihong Ma |
| |
|
Chief Executive Officer |
Exhibit 99.1
ZK International
Group Co., Ltd.
NOTICE OF 2026 extraordinary
GENERAL MEETING
To be
held on MarCH 26, 2026
Notice is hereby given
that the 2026 extraordinary general meeting (the “Meeting”) of ZK International Group Co., Ltd. (the “Company”),
a British Virgin Islands business company with limited liability, will be held at No. 678 Dingxiang Road, Binhai Industrial Park, Economic & Technology
Development Zone, Wenzhou, Zhejiang Province, China on March 26, 2026 at 9 A.M. local time, for the
purpose of shareholders considering and if thought fit passing the following resolutions:
RESOLUTION 1:
IT IS RESOLVED that:
the proposed sale of our subsidiaries, ZK Pipe
Industry Co. Ltd., a company incorporated under the laws of Hong Kong, Wenzhou Weijia Pipeline Development Co., Ltd., a company incorporated
under the laws of the People’s Republic of China (the “PRC”), Zhejiang Zhengkang Industrial Co. Ltd., a company incorporated
under the laws of the PRC, Wenzhou Zhengfeng Industry and Trade Co. Ltd., a company incorporated under the laws of the PRC, Wenzhou Suona
Piping Limited, a company incorporated under the laws of the PRC, XSigma Corporation, a company incorporated under the laws of the British
Virgin Islands, xSigma Trading, LLC, a Delaware limited liability company, and ZK International Uganda Limited, a company incorporated
under the laws of the Republic of Uganda, to PIONEER INVESTMENT MANAGEMENT LTD., a U.S. company, in exchange for a cash consideration
of $21,000,000 (the “Transaction”), be and hereby is approved.
RESOLUTION 2:
IT IS RESOLVED that:
Conditional upon the passing of Resolution 1,
| (a) | a general mandate be and is hereby granted to the board of directors of the Company (the “Board”) to exercise absolute
discretion, in determining, negotiating and finalizing all specific terms, conditions and arrangements related to the Transaction, as
the Board deems fit; and |
| (b) | if and when deemed advisable by the Board in its sole discretion, any director or officer of the company be authorized, for and on
behalf of the Company, to execute all definitive agreements related to the Transaction and take all such other acts and things and execute
all such documents necessary or desirable to implement the Transaction. |
RESOLUTION 3:
IT IS
resolved that:
the Meeting be adjourned to a later date or dates
or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient
votes for, or otherwise in connection with, the approval of the foregoing resolutions.
The Board of Directors has fixed the close of
business on March 19, 2026 as the record date for determining the shareholders entitled to receive notice of and to vote at the Meeting
or any adjournment thereof.
A shareholder who is entitled to attend and vote
at the Meeting is entitled to appoint one or more proxies to attend and vote instead of that shareholder. Such proxyholder need not be
a member.
By Order of the Board of Directors,
| ZK International Group Co., Ltd. |
|
| |
|
| /s/ Ruihong Ma |
|
| Ruihong Ma |
|
| Chief Executive Officer |
|
March 18, 2026
A form of proxy has been included with this Notice.
NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR
STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE MEETING IN PERSON OR SEND IN A SPECIFIC PROXY.
| 1 | A proxy need not be a shareholder of the Company. A shareholder
entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert
the name of the person(s) of your own choice that you wish to be appointed proxy in the space provided, failing which the chairperson
of the Meeting will be appointed as your proxy. |
| 2 | Any standing proxy previously deposited by a shareholder with
the Company will be voted in favor of the resolutions to be proposed at the Meeting unless revoked prior to the Meeting or the shareholder
attends the Meeting in person or executes a specific proxy. |
| 3 | A form of proxy for use at the Meeting is enclosed. Whether
or not you propose to attend the Meeting in person, you are strongly advised to complete and sign the enclosed form of proxy in accordance
with the instructions printed on it and then deposit it (together with any power of attorney or other authority under which it is signed
or a notarially certified copy of that power or authority) at No. 678 Dingxiang Road, Binhai Industrial Park, Economic & Technology
Development Zone, People’s Republic of China or by email to ruihongma@zkingroup.com, in each case marked for the attention of ZK
International Group Co., Ltd. not later than 48 hours before the time for the holding of the Meeting or adjourned Meeting in accordance
with the Articles of Association of the Company. Returning the completed form of proxy will not preclude you from attending the Meeting
and voting in person if you so wish. |
| 4 | If two or more persons are jointly registered as holders of
a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes
of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register
of shareholders in respect of the relevant shares. |
| 5 | A shareholder holding more than one share entitled to attend
and vote at the Meeting need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a
share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and,
subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some
or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting. |
| 6 | The quorum for the Meeting is duly constitute if, at the commencement
of the Meeting, there are present in person or by proxy not less than one third (33.3 per cent) of the votes of the shares or class or
series of shares entitled to vote on resolutions of shareholders to be considered at the Meeting. |
| 9 | If the proxy is returned without an indication as to how the
proxy shall vote, the proxy will vote in favor of each resolution. |
| 10 | This form of proxy is for use by shareholders only. If the appointor
is a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorized
for that purpose. |
| 11 | Any alterations made to this form must be initialed by you. |
| 12 | Voting will be conducted on a poll. |
Appendix I
ZK International Group Co., Ltd.
(the “Company”)
Proxy Form
| I/We1 |
________________________________________________________ |
| |
|
| of |
________________________________________________________ |
| |
|
| being a shareholder/shareholder(s) of the Company and the holder/holders of |
| |
| ___________________________________________________(number and class of shares) |
| |
| appoint as my/our proxy2 |
| |
| |
________________________________________________________ |
| |
|
| of |
________________________________________________________
|
| |
|
| Or failing him/her |
________________________________________________________ |
| |
|
| of |
________________________________________________________
|
| |
|
| or failing him/her the duly appointed chairperson of the Meeting |
at the 2026 extraordinary general meeting of the
Company to be held at No. 678 Dingxiang Road, Binhai Industrial Park, Economic & Technology
Development Zone, Wenzhou, Zhejiang Province, China on March 26, 2026 at 9:00 A.M. local time and at any adjournment of that meeting.
Please indicate with a tick mark in the spaces
opposite to the resolution how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy may vote for
or against the resolutions or may abstain at his/her discretion.
| 1 | Full name(s) and address(es) to be inserted in block letters. |
| 2 | Insert name and address of the desired proxy in the spaces provided. |
| Resolutions: |
|
For |
Against |
Abstain |
| 1. |
IT IS RESOLVED that:
the proposed sale of our subsidiaries, ZK Pipe Industry Co. Ltd., a
company incorporated under the laws of Hong Kong, Wenzhou Weijia Pipeline Development Co., Ltd., a company incorporated under the laws
of the People’s Republic of China (the “PRC”), Zhejiang Zhengkang Industrial Co. Ltd., a company incorporated under
the laws of the PRC, Wenzhou Zhengfeng Industry and Trade Co. Ltd., a company incorporated under the laws of the PRC, Wenzhou Suona Piping
Limited, a company incorporated under the laws of the PRC, XSigma Corporation, a company incorporated under the laws of the British Virgin
Islands, xSigma Trading, LLC, a Delaware limited liability company, and ZK International Uganda Limited, a company incorporated under
the laws of the Republic of Uganda, to PIONEER INVESTMENT MANAGEMENT LTD., a U.S. company, in exchange for a cash consideration of $21,000,000
(the “Transaction”), be and hereby is approved.
|
☐ |
☐ |
☐ |
| 2 |
IT IS RESOLVED that:
Conditional upon the passing of Resolution 1,
(a) a
general mandate be and is hereby granted to the board of directors of the Company (the “Board”) to exercise absolute discretion,
in determining, negotiating and finalizing all specific terms, conditions and arrangements related to the Transaction, as the Board deems
fit; and
(b) if
and when deemed advisable by the Board in its sole discretion, any director or officer of the company be authorized, for and on behalf
of the Company, to execute all definitive agreements related to the Transaction and take all such other acts and things and execute all
such documents necessary or desirable to implement the Transaction.
|
☐ |
☐ |
☐ |
| 3 |
IT IS RESOLVED that:
the Meeting be adjourned to a later date or dates
or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient
votes for, or otherwise in connection with, the approval of the foregoing resolutions.
|
☐ |
☐ |
☐ |
Dated 2026
| Executed by: |
| __________________________________ |
| Signature of shareholder |
| Name of Authorized Officer/Attorney: ________________________3 |
| 3 | To be completed if the shareholder is a corporation –
please insert name of authorized officer/attorney signing on behalf of the corporate shareholder. |
