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EPWK Holdings Ltd. has called an extraordinary general meeting for May 15, 2026 to overhaul its share capital structure. Shareholders will vote on increasing authorised capital from US$1,000,000 (225,000,000 Class A and 25,000,000 Class B shares at US$0.004) to US$40,000,000 (9,000,000,000 Class A and 1,000,000,000 Class B shares at US$0.004).
If approved, the company then plans a share capital reduction and reorganisation to US$1,000,000 authorised, keeping 9,000,000,000 Class A and 1,000,000,000 Class B shares but cutting par value to US$0.0001. The agenda also authorises the board to implement share consolidations at ratios up to 200‑for‑1 within two years, affecting both authorised and issued shares.
Amended and restated memorandum and articles of association linked to these changes are up for approval. The record date is April 22, 2026, with Class A shares carrying one vote each and Class B shares carrying 100 votes each, so voting power is heavily concentrated in Class B holders.
EPWK Holdings Ltd. filed an amendment to its Form F-1 registering the resale by selling shareholders of up to 221,376,995 Class A Ordinary Shares. No shares are being registered for sale by the company and it will receive no proceeds from these resales.
The prospectus discloses the company’s Cayman‑Islands holding structure that operates in China through contractual VIE arrangements. Financials show consolidated revenue of $27.84M and a consolidated net loss of $10.44M for the year ended June 30, 2025. The filing highlights legal and operational risks tied to the VIE structure, PRC regulatory uncertainty, and the company’s delisting from Nasdaq with quotation on OTC under symbol EPWKF.
EPWK Holdings Ltd. registers up to 221,376,995 Class A Ordinary Shares for resale by selling shareholders, with no proceeds payable to the company. The shares were issued in private placements and may be sold in market or negotiated transactions promptly after effectiveness.
The prospectus emphasizes that EPWK is an offshore Cayman holding company that conducts operations in China through contractual VIE arrangements; the VIE agreements have not been tested in court. The filing discloses regulatory and cash‑transfer risks related to PRC rules, notes prior Nasdaq delisting and current OTC quotation under symbol EPWKF, and states the company does not plan to pay dividends in the foreseeable future.
EPWK Holdings Ltd. has amended a previously agreed private share sale with existing investors. Instead of selling 10,000,000 Class A ordinary shares at US$1.42 each, the company will now sell an aggregate of 284,000,000 Class A ordinary shares at a reduced subscription price of US$0.05 per share. The gross proceeds remain approximately US$14.2 million, meaning investors receive many more shares for the same total investment.
The amended agreement removes earlier provisions that could have led to issuance of additional Class A ordinary shares without extra consideration, capping the maximum number of shares issuable under this deal at 284,000,000. The private placement is expected to close in January 2026, subject to closing conditions.
EPWK intends to use the net proceeds to finance business expansion, capital expenditures and general working capital for the company and its subsidiaries. The agreement also provides for registration of the purchased shares on a Form F-1 within three months after closing and specifies that delisting of the Class A ordinary shares from Nasdaq will not be treated as a material adverse effect for this transaction.