TOYO Co., Ltd 6-K, filed Sep 3, 2026
TOYO Co., Ltd (TOYO)
About this 6-K
TOYO Co., Ltd filed this 6-K on September 3, 2026.
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 September 2026
Commission File Number: 001-42153
TOYO Co., Ltd
5F, Tennoz First Tower
2-2-4, Higashi-Shinagawa, Shinagawa-ku
Tokyo, Japan 140-0002
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
TRADEMARK ACQUISITION AND LICENSE
As previously reported, on September 4, 2025, each of TOYO Co., Ltd, a Cayman Islands exempted company (the “Company”) and Toyo Solar Company Limited, a Vietnamese company and wholly-owned subsidiary of the Company (“TOYO Solar” and, together with the Company, the “TOYO Group”), entered into a trademark purchase agreement (each, a “Trademark Purchase Agreement”) with Vietnam Sunergy Europe GmbH, a German company and subsidiary of VSUN (as defined below) (“VSUN Europe”), and Vietnam Sunergy Joint Stock Company (“VSUN” and, together with VSUN Europe, “VSUN Group”), a Vietnamese company and our affiliate and a majority-owned subsidiary of Fuji Solar Co., Ltd, a Japanese company. Pursuant to the Trademark Purchase Agreements, VSUN Group agreed to sell to the TOYO Group its “VSUN” trademarks (the “Subject Trademarks”) registered in 12 jurisdictions, including but not limited to, the United States, Canada, Vietnam and Europe, for a total purchase price of $340,000 (such transaction, the “Trademark Acquisition”).
In connection with and upon the completion of the Trademark Acquisition, on September 12, 2025, each of the Company and TOYO Solar entered into a trademark license agreement with VSUN (each, a “Trademark License Agreement”), pursuant to which the TOYO Group agreed to grant to VSUN a license for VSUN and its subsidiaries and affiliates to use the Subject Trademarks for one (1) year in connection with VSUN’s business purposes, including but not limited to, the manufacturing, promotion, advertising, distribution and sales (the “Trademark License”).
On September 1, 2026, each of the Company and TOYO Solar entered into an amendment to its respective Trademark License Agreement with VSUN (each, an “Amendment”), effective as of September 12, 2026. Pursuant to the Amendments, the parties agreed to extend the term of each Trademark License Agreement from one (1) year to three (3) years. The Amendments also provide that, commencing after September 12, 2026, the license grant will not include rights to use the Subject Trademarks in the United States of America, and the term “Territory” will not be construed to include the United States of America.
Copies of the Amendments are being furnished as Exhibits 99.1 and 99.2 to this Report on Form 6-K. The foregoing descriptions of the Amendments do not purport to be complete and are subject to, and are qualified in their entirety by, the full text of the Amendments.
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EXHIBIT INDEX
2
Signature
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.
| TOYO Co., Ltd | ||
| By: | /s/ Takahiko Onozuka | |
| Name: | Takahiko Onozuka | |
| Title: | Director and Chief Executive Officer | |
Date: September 3, 2026
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Exhibit 99.1
Amendment to Trademark License Agreement
This Amendment to Trademark License Agreement (the “Amendment”), dated as of the date of the last signature below but effective as of September 12, 2026 (the “Amendment Effective Date”), is by and between Vietnam Sunergy Joint Stock Company, a Vietnamese company (“Licensee”) and Toyo Solar Company Limited, a Vietnamese company (“Licensor”) (collectively, the “Parties,” or each, individually, a “Party”). All capitalized terms not defined herein shall have the meaning given to them in the Agreement (as such term is defined below).
WHEREAS, the Parties entered into that certain Trademark License Agreement dated as of September 12, 2025 (the “Agreement”), under which Licensor agreed to license the Trademarks to Licensee for a one-year term;
WHEREAS, the Parties now wish to extend the term of the Agreement and the associated license rights related to certain of the Trademarks for a two (2) additional years; and
WHEREAS, the Parties desire that all other terms and conditions of the Agreement remain in full force and effect, except as expressly modified by this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
| 1. | Continuation. Except as expressly modified by this Amendment, all terms, provisions, rights and obligations contained in the Agreement shall remain unchanged and in full force and effect. The Agreement, as amended by this Amendment, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof. |
| 2. | Amendments to Agreement. The Agreement is amended as follows: |
| a. | License Grant. The following sentence shall be added to the end of Section 1(a): “Commencing after the one (1) year anniversary of the Effective Date, the foregoing license grant does not include any rights to use the Trademarks in the United States of America nor shall the term “Territory” be construed to include the United States of America.” |
| b. | Term. The language in Section 6(a) is replaced with the following: “This Agreement shall commence on the Effective Date and continue for three (3) years.” |
| 3. | Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by PDF shall be deemed to have the same force and effect as original signatures. |
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the last date signed below, but intending to be bound hereby as of the Amendment Effective Date.
| VIETNAM SUNERGY JOINT STOCK COMPANY | ||
| By | /s/ Ogata Hiroyuki | |
| Name: | Ogata Hiroyuki | |
| Title: | CEO | |
| Date: | September 1, 2026 | |
| TOYO SOLAR COMPANY LIMITED | ||
| By | /s/ Ryu Junsei | |
| Name: | Ryu Junsei | |
| Title: | CEO and Director | |
| Date: | September 1, 2026 | |
Exhibit 99.2
Amendment to Trademark License Agreement
This Amendment to Trademark License Agreement (the “Amendment”), dated as of the date of the last signature below but effective as of September 12, 2026 (the “Amendment Effective Date”), is by and between Vietnam Sunergy Joint Stock Company, a Vietnamese company (“Licensee”) and TOYO Co., Ltd, a Cayman Islands company (“Licensor”) (collectively, the “Parties,” or each, individually, a “Party”). All capitalized terms not defined herein shall have the meaning given to them in the Agreement (as such term is defined below).
WHEREAS, the Parties entered into that certain Trademark License Agreement dated as of September 12, 2025 (the “Agreement”), under which Licensor agreed to license the Trademarks to Licensee for a one-year term;
WHEREAS, the Parties now wish to extend the term of the Agreement and the associated license rights related to certain of the Trademarks for a two (2) additional years; and
WHEREAS, the Parties desire that all other terms and conditions of the Agreement remain in full force and effect, except as expressly modified by this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
| 1. | Continuation. Except as expressly modified by this Amendment, all terms, provisions, rights and obligations contained in the Agreement shall remain unchanged and in full force and effect. The Agreement, as amended by this Amendment, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof. |
| 2. | Amendments to Agreement. The Agreement is amended as follows: |
| a. | License Grant. The following sentence shall be added to the end of Section 1(a): “Commencing after the one (1) year anniversary of the Effective Date, the foregoing license grant does not include any rights to use the Trademarks in the United States of America nor shall the term “Territory” be construed to include the United States of America.” |
| b. | Term. The language in Section 6(a) is replaced with the following: “This Agreement shall commence on the Effective Date and continue for three (3) years.” |
| c. | Trademarks. Schedule 2 of the Agreement is replaced with the attached revised Schedule 2. |
| 3. | Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by PDF shall be deemed to have the same force and effect as original signatures. |
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the last date signed below, but intending to be bound hereby as of the Amendment Effective Date.
| VIETNAM SUNERGY JOINT STOCK COMPANY | ||
| By | /s/ Ogata Hiroyuki | |
| Name: | Ogata Hiroyuki | |
| Title: | CEO | |
| Date: | September 1, 2026 | |
| TOYO CO., LTD | ||
| By | /s/ Takahiko Onozuka | |
| Name: | Takahiko Onozuka | |
| Title: | CEO | |
| Date: | September 1, 2026 | |
Revised Schedule 2
SCHEDULE 2
Trademark/Territory