Business context and reporting period
DarkIris Inc., a foreign private issuer that files annual reports on Form 20-F, furnished this Form 6-K for October 2026. It reports the pricing on October 8 and closing on October 9, 2026, of a registered public offering.
Offering and financial impact
- Gross proceeds: $6.0 million, before placement-agent fees and other offering expenses and excluding proceeds from any warrant exercises.
- Net proceeds: $4.59 million after placement-agent fees and offering expenses. The filing does not provide a full breakdown of the deductions.
- Securities issued: 898,965 Class A ordinary shares and 3,267,701 pre-funded warrants, each exercisable for one Class A share at $0.0001. Each of the 4,166,666 units or pre-funded units also included one warrant.
- Offering prices: $1.44 per unit and $1.4399 per pre-funded unit.
- Placement-agent compensation: Prime Number Capital, LLC is entitled to a cash fee of 5.0% of gross proceeds and reimbursement of eligible expenses up to $80,000.
- The company intends to use net proceeds for working capital and other general corporate purposes.
Material changes and other financial metrics
This report describes a securities offering, not operating results. It does not provide revenue, profit, cash flow, margins, debt, liquidity balances, or comparable prior-period figures; changes versus a prior comparable period therefore cannot be assessed from this filing.
Terms, outlook, and risks
- The warrants are immediately exercisable at $2.04 per share and expire six months after issuance. They may be exercised cashlessly if no effective registration statement or prospectus is available, and also include a zero-exercise-price option.
- Under the zero-exercise-price option, aggregate shares issuable may not exceed 52,380,944. The filing does not clarify in its summary how this cap relates to the offering’s other securities.
- Warrant and pre-funded-warrant exercises are generally subject to a 9.99% beneficial-ownership limitation for the holder and its affiliates. Pre-funded warrants remain exercisable until exercised in full.
- Exercise of the warrants or pre-funded warrants could increase the number of outstanding shares and dilute existing shareholders. The amount of potential dilution depends on exercise and applicable terms.
- No operating forecast or further management outlook is provided.
Important facts for investors to verify
- Review the filed warrant and pre-funded-warrant forms, especially the zero-exercise-price formula, the 52,380,944-share cap, adjustment provisions, and exercise conditions.
- Confirm the final offering-cost breakdown and how the $4.59 million of net proceeds will be deployed.
- Assess potential dilution using the company’s current shares outstanding and the securities’ complete terms.
- Review the securities purchase and placement agency agreements and the related registration statements identified in the filing.