6-K
Lytus Technologies Holdings PTV. Ltd. (LYTHF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of September
Commission File Number 001-41418
Lytus Technologies Holdings PTV. Ltd.
(Translation of registrant’s name into English)
Unit 504, Building3 Studio City
Dubai, United ArabEmirates
(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 ☐
Lytus Technologies Holdings PTV. Ltd. announces1-for-2,500 Reverse Stock Split
Lytus Technologies Holdings PTV. Ltd. (the “Company”) today announced that it intends to effect a reverse stock split of its outstanding common shares, par value $0.01 per share (the “common shares”), at a ratio of 1-for-2,500 (the “Reverse Stock Split”), such that each two thousand five hundred (2,500) common shares currently outstanding will be combined into one (1) common share. Shareholders otherwise entitled to receive a fractional common share as a result of the Reverse Stock Split will receive a whole common share in lieu of such factional share. On September 24, 2025, the Company’s board of directors approved the Reverse Stock Split and its implementation at a later date. In connection with the Reverse Stock Split, a vote of the shareholders of the Company was not required and as such, no shareholder vote or meeting of shareholders was held.
The Company intends for the Reverse Stock Split to become effective and to begin trading on a split-adjusted basis on the OTCQB tier market operated by the OTC Markets Group, Inc. at the open of trading on September 26, 2025, under the existing trading symbol “LYTHF”. The new CUSIP number for the common shares following the Reverse Stock Split will be G5851A141.
The Company is effecting the Reverse Stock Split in order to increase the per-share market price of the common shares in an effort to, among other things, satisfy certain NYSE American minimum bid price requirements for initial listing. There is no guarantee the Company will meet such minimum bid price requirement for the initial listing of its common shares, or any other NYSE American initial listing requirement, or that, if the common shares are approved for listing on NYSE American or any other national securities exchange, that the Company will be able to continue to comply with all applicable continued listing requirements.
The Reverse Stock Split will not have any impact on the number of authorized common shares, which will remain at 5,000,000,000, or the per share par value, which will remain at $0.01 per share. As a result of the Reverse Stock Split, the Company’s outstanding common shares will be reduced from 4,944,997,491 to approximately 1,978,039. Each outstanding convertible security of the Company convertible into pre-Reverse Stock Split common shares that is not converted into common shares or cancelled prior to the effective date of the implementation of the Reverse Stock Split will be adjusted pursuant to the terms of the applicable instrument or plan governing such Company security on the same Reverse Stock Split ratio described above, and each holder of such pre-Reverse Stock Split securities will become entitled to receive post-Reverse Stock Split common shares pursuant to such adjusted terms.
Shareholders holding certificated shares will receive information from VStock Transfer LLC regarding the process for exchanging their stock certificates. Shareholders who hold their common shares in book-entry form or in “street name” (through a broker, bank or other holder of record) will not be required to take any action.
On September 25, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 6-K.
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Forward-Looking Statements
This Report on Form 6-K and Exhibit 99.1 attached hereto contains, and may implicate, forward-looking statements within the meaning of applicable federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions, including, without limitation, those related to the anticipated Reverse Stock Split and the Company’s plans to uplist its common shares on NYSE American or another national exchange, which can be identified by terminology such as “may,” “will,” “expects,” “anticipates,” “aims,” “potential,” “future,” “intends,” “plans,” “believes,” “estimates,” “continue,” “likely to” and other similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are not historical facts and are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by its management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, many of which are beyond the Company’s control, including, without limitation, risks related to the Company’s ability to effect the Reverse Stock Split and uplist its common stock on NYSE American or another national exchange, and other risks that may be included in the periodic reports and other filings that the Company files or furnishes from time to time with the U.S. Securities and Exchange Commission, including the Company’s most recent Annual Report on Form 20-F, particularly under the heading “Risk Factors”. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report on Form 6-K, except as required by applicable law.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press release, dated September 25, 2025. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: September 26, 2025 | |||
|---|---|---|---|
| Lytus Technologies Holdings PTV. Ltd. | |||
| By: | /s/ Dharmesh Pandya | ||
| Name: | Dharmesh Pandya | ||
| Title: | Chief Executive Officer |
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Exhibit 99.1
Lytus Technologies Holdings PTV. Ltd. Announces1-for-2,500 Reverse Stock Split
Dubai, United Arab Emirates, Sept. 25, 2025 (GLOBE NEWSWIRE) --Lytus Technologies Holdings PTV. Ltd. (OTCQB: LYTHF) (the “Company”), a leader in platform services and next-generation technology, today announced that it intends to effect a reverse stock split of the Company’s common shares at a ratio of 1-for-2,500. The reverse stock split affects all shareholders uniformly and will not alter the relative rights or percentage interest of shareholders in the Company, except as a result of any fractional shares held, as described below.
The Company intends for the reverse stock split to become effective and to begin trading on a split-adjusted basis on the OTCQB at the open of trading on September 26, 2025, under the existing trading symbol “LYTHF”. The new CUSIP number for the common shares following the reverse stock split will be G5851A141.
Dharmesh Pandya, the Company’s Chief Executive Officer, commented, “The primary purpose of the reverse stock split is to increase the market price of our common shares in an effort to, among other things, satisfy certain NYSE American initial listing requirements. We believe the reverse stock split will strengthen our position as we pursue our goal of uplisting to a national securities exchange.”
Information for Shareholders
VStock Transfer LLC is the Company’s transfer agent for the common shares and will send instructions to shareholders of record who hold certificates regarding their exchange. Shareholders who hold their shares in book-entry form, in brokerage accounts or in “street name” are not required to take any action to effect the exchange following the reverse stock split. In addition, all outstanding Company securities entitling their holders to purchase common shares or acquire common shares will be appropriately adjusted as a result of the reverse stock split, as required by the applicable terms of the instruments governing the terms of those securities.
No fractional common shares will be issued as a result of the reverse stock split, and any fractional common shares resulting from the reverse split will be rounded up to the next whole number at the participant level.
For more information, holders may contact VStock Transfer LLC by phone at (212) 828-8436, or by email at corporateactions@vstocktransfer.com.
About Lytus Technologies Holdings PTV. Ltd.
Lytus Technologies Holdings PTV. Ltd. (OTCQB: LYTHF) is a platform services company offering services primarily in India with a business model consisting primarily of (a) the current distribution of linear content streaming/telecasting services and (b) the development of technology products, namely, telemedicine and fintech. The Company is focused on consolidating its subscriber base for future technology services, such as telemedicine and healthcare services, while continuing to develop its technology platform for a better service experience. With a focus on digital streaming, HealthTech, fintech, AI, cybersecurity and more, the Company operates across India and other various international markets. The Company currently provides streaming and internet services through its platform and is simultaneously working to strengthen its platform services, including advancing its platform with state-of-the-art technology. For more information, visit lytuscorp.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains, and may implicate, forward-looking statements within the meaning of applicable federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements reflect management’s current expectations, as of the date of this press release, and involve certain risks and uncertainties. Forward-looking statements include statements contained herein concerning, among other things, the Company’s planned reverse stock split of its common shares, the Company’s plans to uplist the common shares on NYSE American or another national exchange and the Company’s related filings, financial results, and the successful execution of the Company’s business strategy. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. Such risks and uncertainties include, among other things, the need and availability of financing; the Company’s ability to implement its long-range business plan for various applications of its technologies; the Company’s ability to enter into agreements with any necessary marketing and/or distribution partners; the impact of competition, the Company obtaining and maintaining the necessary regulatory clearances applicable to applications of the Company’s technology; the Company’s ability to manage growth and other risks and uncertainties that may be detailed from time to time in the Company’s reports furnished and filed with the SEC. There can be no assurance that a broker will continue to make a market in the Company’s common shares or that trading of the common shares will continue on an over-the-counter market or elsewhere. Should one or more of these risks or uncertainties materialize, or should assumptions underlying forward-looking statements prove incorrect, actual results may differ materially from those described in this press release as intended, planned, anticipated, believed, estimated, or expected. Any forward-looking statement made by the Company in this press release is based on information currently available to the Company and speaks only as of the date on which it is made. Except to the extent required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances, or assumptions underlying such statements, or otherwise.
Investor Relations Contact
Dave Gentry
RedChip Companies, Inc.
1.800.RED.CHIP (733-2447)
LYTHF@redchip.com
Media Contact
Sarah Bandukwala, Marketing & Communications, Lytus Group
+91 97698 03197
sarah@lytus.digital
media@lytuscorp.com