Form 6-K Wetour Robotics Ltd For: May 15
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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 May 2026
Commission File Number: 001-42536
Wetour Robotics Limited
(Translation of registrant’s name into English)
Room 7003
3300 N Interstate 35 Ste 700
Austin, TX 78705
(Address of principal executive offices)
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 ☐
Entry into Sales Agreement
On May 15, 2026, Wetour Robotics Limited (the “Company”) entered into a certain sales agreement (the “Sales Agreement”) with Chaince Securities, LLC (the “Sales Agent”) to issue and sell Company’s ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), from time to time, through an at the market offering under which the Sales Agent will act as sales agent and/or principal.
Subject to the terms and conditions of the Sales Agreement, the Sales Agent has agreed to use its commercially reasonable efforts, consistent with its normal sales and trading practices to place the Ordinary Shares, subject to, and in accordance with the information specified in a written notice from the Company, unless the sale of the Ordinary Shares described therein has been suspended, cancelled or otherwise terminated.
The Sales Agent’s obligation to sell Ordinary Shares under the Sales Agreement is subject to satisfaction of certain conditions, and other customary closing conditions. The sales under the Sales Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, including, without limitation, sales made directly on the Nasdaq Capital Market, on any other existing trading market for the Ordinary Shares or to or through a market maker.
The Sales Agreement provides that the commission payable to the Sales Agent for sales of Ordinary Shares with respect to which the Sales Agent acts as sales agent shall be equal to 3.0% of the gross proceeds of such sales. In addition, we will reimburse the Sales Agent for its reasonable, documented out-of-pocket expenses, including legal fees, in accordance with the terms of the Sales Agreement. The remaining sales proceeds, after deducting any such amounts and any transaction fees imposed by any governmental, regulatory or self-regulatory organization, will equal our net proceeds.
The Sales Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Sales Agent have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The Sales Agent and the Company have the right, by giving written notice as specified in the Sales Agreement, to terminate the Sales Agreement.
The offering has been registered under the Securities Act pursuant to the Company’s shelf registration statement on Form F-3 (Registration No. 333-294373), as supplemented by the prospectus supplement dated May 15, 2026.
A copy of the Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the opinion and consent of Ogier (Cayman) LLP relating to the validity of the securities to be issued in accordance with the Sales Agreement is filed herewith as Exhibit 5.1.
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 Ordinary 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.
EXHIBITS
1
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.
| Wetour Robotics Limited | ||
| By: | /s/ Nan Zheng | |
| Name: | Nan Zheng | |
| Title: | Chief Executive Officer | |
Date: May 15, 2026
2
ATTACHMENTS / EXHIBITS
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