Wetour Robotics Ltd SEC Filings

Wetour Robotics Limited (WETO) is establishing an at-the-market offering program under a Form F-3 shelf, allowing it to sell up to $75,000,000 of ordinary shares from time to time through Rodman & Renshaw LLC as sales agent or principal. Rodman will receive up to 3.0% commission on gross sales and will be deemed an underwriter.

After a 1-for-100 reverse stock split effective August 3, 2026, Wetour has 1,077,801 ordinary shares outstanding, and assumes issuance of 2,649,241 shares at $28.31 per share for illustration, which would bring total shares to 5,727,042. Net proceeds are intended for general corporate purposes including working capital, operating expenses, capital expenditures, potential acquisitions and strategic initiatives.

The company is a Cayman Islands holding company whose operations are conducted through PRC and U.S. subsidiaries and a PRC variable interest entity (VIE) in which it holds 50% equity and 50% VIE interests. The filing highlights legal and operational risks tied to the VIE structure, evolving PRC rules on overseas listings, cybersecurity and data security, HFCAA-related audit oversight, substantial historical losses and going-concern doubt, ATM-related dilution, share price volatility and potential Nasdaq delisting if listing standards are not maintained.

Wetour Robotics Ltd (WETO) reported the results of its Extraordinary General Meeting of Shareholders held on August 24, 2026. Each ordinary share outstanding on the record date carried one vote per resolution.

Shareholders approved a share consolidation, a share capital increase, and a new second amended and restated memorandum and articles of association. A procedural resolution to permit adjournment of the meeting, if necessary, was also approved. All resolutions received very high levels of support based on the votes cast.

Wetour Robotics Limited (WETO) reports that on August 19, 2026 it suspended sales of its ordinary shares under its “at-the-market” Sales Agreement with Chaince Securities, LLC and gave notice to terminate that agreement, with termination becoming effective 5 calendar days after August 19, 2026 in accordance with the contract terms.

Under the July 6, 2026 prospectus supplement for the Sales Agreement, the company had capacity to offer up to $50,000,000 of ordinary shares and has, since that filing, offered and sold 25,606,595 ordinary shares for gross proceeds of approximately $2,290,279. The report is also incorporated by reference into Wetour Robotics’ existing Form S-8 and Form F-3 registration statements.

Wetour Robotics Ltd (WETO) reports the termination of its existing at-the-market equity offering program conducted under a Form F-3 shelf registration and related prospectus supplements. The prior July 6, 2026 supplement covered offerings of Ordinary Shares of up to $50,000,000 under an At Market Sales Agreement with Chaince Securities, LLC.

Wetour Robotics states that since the July 6, 2026 prospectus supplement, it has offered and sold 25,606,595 Ordinary Shares for gross proceeds of approximately $2,290,279 pursuant to that Sales Agreement. On August 19, 2026, the company suspended sales, gave notice terminating the Sales Agreement and the related at-the-market offering, and is also terminating the related prospectuses, with these terminations becoming effective 5 calendar days after August 19, 2026.

Wetour Robotics Limited entered into securities purchase agreements for a private investment in public equity with seven purchasers relying on Regulation S. The company agreed to issue and sell 2,000,000 ordinary shares at $0.90 per share, for $1.8 million in gross proceeds. Of these, 500,000 shares will be purchased by the company’s Chairman of the Board, Zheng Jiahua, for $450,000. The shares are not registered under the Securities Act of 1933 and may only be offered or sold in the United States pursuant to registration or an applicable exemption. Closing is expected on or about August 27, 2026, subject to customary closing conditions, including required approvals and notifications under applicable laws and regulations.

Wetour Robotics Limited is calling an extraordinary general meeting of shareholders on August 24, 2026 at 9:00 a.m. Eastern Time in Austin, Texas. Shareholders of record on July 9, 2026 may vote in person or by proxy.

Shareholders are asked to approve a 100:1 share consolidation, converting every 100 shares of par value US$0.0001 into 1 share of par value US$0.01, with fractional entitlements rounded up and authorised capital restated to US$100,000 divided into 10,000,000 shares of par value US$0.01 each. A second proposal seeks a Share Capital Increase to authorised capital of US$20,000,000,000 divided into 2,000,000,000,000 shares of par value US$0.01 each.

Shareholders will also vote on adopting a second amended and restated memorandum and articles of association to reflect the new capital structure and to change written ordinary resolutions so they pass with signatures from members representing a majority of total voting rights rather than unanimity, plus an adjournment authority. The Board unanimously recommends voting in favour of all proposals.

Wetour Robotics Limited convened an Extraordinary General Meeting of Shareholders on August 4, 2026 to consider proposals described in its definitive notice and proxy statement filed on July 16, 2026. Shareholders approved only the adjournment of the meeting, and the August 2026 EGM was then adjourned indefinitely with no other business conducted.

The company states that this Report on Form 6-K is incorporated by reference into its registration statement on Form S-8 (File No. 333-291960) and registration statements on Form F-3 (File Nos. 333-294373 and 333-295457), including any related prospectuses.

Wetour Robotics Limited, through its wholly owned U.S. subsidiary Wetour Travel Tech LLC, is pursuing a cooperation agreement with a warehouse automation and logistics robotics company to help implement its previously announced multi-site Orchestra commercial project, including integration, hardware deployment, onsite implementation, worker onboarding and technical support.

Based on the currently contemplated project scope, responsibilities and direct-cost assumptions, management preliminarily estimates that the full rollout could generate approximately US$5.0 million in project-level gross profit, defined as estimated project revenue less direct hardware, partner, integration, deployment, logistics, onboarding and support costs. This measure excludes corporate overhead, stock-based compensation, interest, taxes and other company-level expenses and is described as a supplemental non-GAAP financial measure.

No cooperation agreement has been executed. The cooperation remains subject to negotiation, evaluation, internal approvals and definitive documentation, and does not itself authorize any customer site, purchase or payment. The US$5.0 million estimate is preliminary and unaudited, does not represent cash received, revenue recognized, backlog, guaranteed profit or a forecast of consolidated net income, and may not be realized, with numerous implementation and commercial risks highlighted.

Wetour Robotics Limited described two strategic technology steps. The company joined the Qualcomm Partner Network Industrial and Embedded IoT Track, gaining access to Qualcomm tools and support as it evaluates Qualcomm Dragonwing technologies for potential use in its Orchestra Physical AI platform across industrial robotics and smart factory applications.

Wetour Robotics also outlined Orchestra as a portable edge AI hub for wearable robotics, powered by NVIDIA Jetson. The platform’s core modules include VisionLink for visual perception, Conductor for sEMG-based gesture recognition and Spatial Intent Fusion, and is being developed with an open architecture aimed at third-party hardware integration.