WORK Medical Technology Group LTD 6-K, filed Aug 14, 2026
WORK Medical Technology Group LTD (WOK)
About this 6-K
WORK Medical Technology Group LTD filed this 6-K on August 14, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of August
Commission
File Number:
1/88 Cook St, Auckland City, 1001, New Zealand
+1
949-818-3667
(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 ☐
Explanatory Note
WORK Medical Technology Group LTD, a Cayman Islands company (the “Company”), is furnishing its unaudited financial statements and notes for the six months ended March 31, 2026. The financial statements and notes are attached as Exhibit 99.1 to this report. Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended March 31, 2026 is attached as Exhibit 99.2 to this report.
This report shall be deemed to be incorporated by reference into the registration statement of the Company on Form F-3 (File No. 333-289943) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
1
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Unaudited Consolidated Financial Statements and Notes of WORK Medical Technology Group LTD as of and for the Six Months Ended March 31, 2026 and 2025 | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
| 101. INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
2
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.
| WORK Medical Technology Group LTD | ||
| Date: August 14, 2026 | By: | /s/ Shuang Wu |
| Name: | Shuang Wu | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
WORK MEDICAL TECHNOLOGY GROUP LTD
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S. dollars, except for otherwise noted)
| As
of March 31, 2026 |
As
of September 30, 2025 |
|||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Amounts due from related parties | ||||||||
| Advance to suppliers | ||||||||
| Prepaid expenses and other current assets, net | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property, plant and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Right-of-use assets | ||||||||
| Advance to suppliers for equipment | ||||||||
| Long-term investments | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Short-term bank borrowings | $ | $ | ||||||
| Accounts payable | ||||||||
| Deferred revenue | ||||||||
| Amount due to related parties | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Lease liabilities, current | ||||||||
| Income tax payable | ||||||||
| Total current liabilities | ||||||||
| Deferred tax liabilities | ||||||||
| Lease liabilities, non-current | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| COMMITMENTS AND CONTINGENCIES (Note 16) | ||||||||
| Shareholders’ equity | ||||||||
| Class B ordinary shares (par value of $ |
||||||||
| Subscription receivable | ( |
) | ( |
) | ||||
| Additional paid-in capital | ||||||||
| Statutory reserve | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( |
) | ( |
) | ||||
| Total shareholders’ equity | ||||||||
| Non-controlling interests | ||||||||
| Total equity | ||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-1
WORK MEDICAL TECHNOLOGY GROUP LTD
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND
COMPREHENSIVE (LOSS) INCOME
(In U.S. dollars, except for otherwise noted)
| For
the six months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net revenue from third parties | $ | $ | ||||||
| Net revenue from related parties | ||||||||
| Cost of revenue from third parties | ( |
) | ( |
) | ||||
| Cost of revenue from related parties | ( |
) | ( |
) | ||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Selling expenses | ( |
) | ( |
) | ||||
| General and administrative expenses | ( |
) | ( |
) | ||||
| Research and development expenses | ( |
) | ( |
) | ||||
| Total operating expenses | ( |
) | ( |
) | ||||
| Other income(expense): | ||||||||
| Interest income | ||||||||
| Interest expense | ( |
) | ( |
) | ||||
| Government subsidies | ||||||||
| Other (loss) income | ( |
) | ||||||
| Total other income | ||||||||
| Loss before income tax and income of equity method investments | ( |
) | ( |
) | ||||
| Income tax benefit | ||||||||
| Share of income of equity method investments, net of tax | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Net loss attributable to non-controlling interest | ( |
) | ( |
) | ||||
| Net (loss) income attributable to ordinary shareholders | $ | ( |
) | $ | ||||
| Other comprehensive (loss) income: | ||||||||
| Foreign currency translation adjustment gain loss | ( |
) | ||||||
| Total comprehensive loss | ( |
) | ( |
) | ||||
| Total comprehensive loss attributable to non-controlling interests | ( |
) | ( |
) | ||||
| Total comprehensive loss attributable to holders of ordinary shares | $ | ( |
) | $ | ( |
) | ||
| Weighted average number of ordinary shares* | ||||||||
| Basic and Diluted* | ||||||||
| Basic and diluted loss earnings per ordinary share* | ( |
) | ||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
WORK MEDICAL TECHNOLOGY GROUP LTD
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
SIX MONTHS ENDED MARCH 31, 2025 AND 2026
(In U.S. dollars, except for share and per share data, or otherwise noted)
| Class A | Class B | Accumulated | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Ordinary Shares* | Ordinary Shares* | Ordinary Shares* | Subscription | Additional paid-in | Statutory | Retained | other comprehensive | Total shareholder’s | Non- controlling | Total | |||||||||||||||||||||||||||||||||||||||||||
| Share | Amount | Share | Amount | Share | Amount | receivable | capital | reserves | earnings | loss | equity | interest | equity | ||||||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Re-designation of authorized ordinary shares | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income/(loss) | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 (unaudited) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Class A | Class B | Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||
| Ordinary Shares* | Ordinary Shares* | Subscription | Additional paid-in | Statutory | Retained | other comprehensive | Total shareholder’s | Non- controlling | Total | |||||||||||||||||||||||||||||||||||||||
| Share | Amount | Share | Amount | receivable | capital | reserves | earnings | loss | equity | interest | equity | |||||||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Public offering proceeds net of listing expenses | ||||||||||||||||||||||||||||||||||||||||||||||||
| Additional issuance of ordinary shares for fractional shares shareholders | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Shareholders’ contribution | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share capital reduction | - | ( | ) | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Acquisition of non-controlling interest of a subsidiary | - | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 (unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
WORK MEDICAL TECHNOLOGY GROUP LTD
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. dollars, except for share and per share data, or otherwise noted)
| For
the six months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net cash used in operating activities | $ | ( |
) | $ | ( |
) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchases of property, plant and equipment | ( |
) | ( |
) | ||||
| Proceed from disposal of property, plant and equipment | ||||||||
| Loans to a third party | ( |
) | ||||||
| Repayment of loans to third parties | ||||||||
| Loans to related parties | ( |
) | ( |
) | ||||
| Repayments from related parties | ||||||||
| Net cash provided by (used in) investing activities | ( |
) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from at-the-market offering | ||||||||
| Shareholders’ contribution | - | |||||||
| Proceeds from short-term borrowings | ||||||||
| Repayments of short-term borrowings | ( |
) | ( |
) | ||||
| Repayments from interest-free loans to third parties | ||||||||
| Loans from a related party | ||||||||
| Repayments of loans from a related party | ( |
) | ( |
) | ||||
| Repayments of interest-bearing loans to third parties | ( |
) | ||||||
| Repayments of interest-bearing loans from third parties | ||||||||
| Acquisition of non-controlling interest of a subsidiary | ( |
) | ||||||
| Net cash (used in) provided by financing activities | ( |
) | ||||||
| Effect of exchange rate changes | ( |
) | ( |
) | ||||
| Net decrease in cash and cash equivalents | ( |
) | ( |
) | ||||
| Cash, cash equivalents, at the beginning of the period | ||||||||
| Cash, cash equivalents, at the end of the period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Income taxes paid | ||||||||
| Interest paid | ||||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION: | ||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | ||||||||
| Payment of long-term investment consideration by Shuang Wu on behalf of the Group | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 1. | ORGANIZATION AND PRINCIPAL ACTIVITIES |
WORK
Medical Technology Group LTD (the “Company,” “Work Cayman,” or “WORK”) was incorporated under the
law of the Cayman Islands on
History of the Group and Reorganization
The Company conducts its operations through its PRC subsidiary Hangzhou Shanyou Medical Equipment Co., Ltd. (“Hangzhou Shanyou”) and its subsidiaries.
In preparation for its IPO, the Group completed a reorganization on May 6, 2022 (the “Reorganization”), which involved the following steps:
| ● | on November 10, 2021, Work (Hangzhou) Medical Treatment Technology Co., Ltd. (“Work Hangzhou”) was established by Baiming Yu and his spouse, Liwei Zhang, who were the ultimate shareholders of Work Hangzhou; |
| ● | on January 17, 2022, Hangzhou Shanyou newly issued |
| ● | on March 1, 2022, Work Cayman was incorporated and (indirectly) issued ordinary shares at par value $ |
| ● | on March 15, 2022, Work Medical Technology Group Limited (“Work BVI”) was incorporated in the British Virgin Islands as a wholly owned subsidiary of the Company; |
| ● | on April 19, 2022, Work Medical Technology Group (China) Limited (“Work Medical Technology” or “Work HK”) was incorporated in Hong Kong as a wholly owned subsidiary of Work BVI; |
| ● | on April 28, 2022, Work Age (Hangzhou) Medical Treatment Technology Co., Ltd. (“WFOE” or “Work Age”) was established as a wholly owned subsidiary of Work HK in the PRC; and |
| ● | on May 6, 2022, WFOE acquired |
On
February 21, 2022, Hangzhou Shanyou entered into a share purchase agreement to purchase
Immediately before and after share issuances and transfer of Work Cayman, Work Hangzhou acquired Hangzhou Shanyou, and WFOE acquired Work Hangzhou. The ultimate shareholders in these entities, who are Baiming Yu and his spouse, Liwei Zhang, did not change. Accordingly, the Reorganization has been treated as a corporate restructuring of entities under common control. Thus, the current capital structure has been retroactively presented in prior periods as if such structure existed at that time, and the entities are presented on a combined basis for all periods to which such entities were under common control.
F-5
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 1. | ORGANIZATION AND PRINCIPAL ACTIVITIES (cont.) |
The unaudited condensed consolidated financial statements reflect the activities of the Group and each of the following entities:
| Name | Date of incorporation/acquisition | Place of incorporation | Percentage of effective ownership | Principal activities | ||||
| Subsidiaries | ||||||||
| Work BVI | ||||||||
| Work Medical Technology | ||||||||
| Work RWA TECH LIMITED | ||||||||
| WFOE | ||||||||
| Work Hangzhou | ||||||||
| Hangzhou Shanyou | ||||||||
| Hangzhou Hanshi | ||||||||
| Shanghai Saitumofei Medical Treatment Technology Co., Ltd. (“Shanghai Saitumofei”)* | ||||||||
| Hunan Saitumofei Medical Treatment Technology Co., Ltd (“Hunan Saitumofei”) | ||||||||
| Hangzhou Woli Medical Treatment Technology Co., Ltd (“Hangzhou Woli”) | ||||||||
| Hangzhou Youshunhe Technology Co., Ltd. (“Hangzhou Youshunhe”) | ||||||||
| Huangshan Saitumofei Medical Treatment Technology Co., Ltd. |
| * | On July 27, 2022, Work Hangzhou acquired |
On
May 24, 2024, Work Hangzhou and the other original shareholders of Shanghai Saitumofei (collectively, the “Original Shareholders”)
entered into a Capital Injection Agreement with Tunxi District Huangshan City Leading Industry Incubation Fund Ltd. (“Huangshan
Fund”). According to the agreement, Huangshan Fund agreed to invest RMB
On
February 3, 2026, Work Hangzhou acquired
F-6
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| (a) | Basis of presentation and principles of consolidation |
The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying unaudited condensed consolidated financial statements include the unaudited condensed consolidated financial statements of the Company and its subsidiaries. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s September 30, 2025 audited financial statements. The results of operations for the period ended March 31, 2026 are not necessarily indicative of the operating results for the full year.
All
inter-company balances and transactions are eliminated upon consolidation. For consolidated subsidiaries where the Group’s ownership
in the subsidiary is less than
| (b) | Accounts receivable, net |
Accounts receivable are stated at the original amount less an allowance for credit losses.
Accounts receivable are recognized in the period when the Group has provided goods to its customers and when its right to consideration is unconditional. On October 1, 2023, the Group adopted ASU 2016-13, “Financial Instruments - Credit Losses (Accounting Standards Codification (“ASC”) Topic 326): Measurement on Credit Losses on Financial Instruments,” including certain subsequent amendments, transitional guidance and other interpretive guidance within ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, ASU 2020-02 and ASU 2020-03 (collectively, including ASU 2016-13, “ASC 326”). ASC 326 introduces an approach based on expected losses to estimate the allowance for doubtful accounts, which replaces the previous incurred loss impairment model. The Group’s estimation of allowance for credit losses considers factors such as historical credit loss experience, age of receivable balances, subsequent collection, current market conditions, reasonable and supportable forecasts of future economic conditions, as well as an assessment of receivables due from specific identifiable counterparties to determine whether these receivables are considered at risk or uncollectible.
The Group evaluates its accounts receivable for expected credit losses on a regular basis. The Group maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Group considers factors in assessing the collectability of its receivables, such as the age of the amounts due, the customer’s payment history, creditworthiness and other specific circumstances related to the accounts. The Group adjusts the allowance percentage periodically when there are significant differences between estimated bad debts and actual bad debts. If there is strong evidence indicating that the accounts receivable is likely to be unrecoverable, the Group also makes specific allowance in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts have been exhausted.
F-7
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| (c) | Advance to suppliers |
Advance to suppliers refers to advances for purchase of materials and trading products, which is applied against accounts payable when the materials or trading products are received. The Group reviews a supplier’s credit history and background information before advancing a payment. If the financial condition of its suppliers were to deteriorate, resulting in an impairment of their ability to deliver goods or provide services, the Group would provide allowance for such amount in the period when it is considered impaired. Advance to suppliers as of March 31, 2026 and September 30, 2025 primarily consisted of prepayments for purchasing raw materials and trading products.
| (d) | Long term investments |
Long-term investments are the Group’s equity investments in privately held companies accounted for equity method.
Equity investments are comprised of investments in privately held companies. The Group uses the equity method to account for an equity investment over which it has the ability to exert significant influence but does not otherwise have control. The Group records equity method investments at the cost of acquisition, plus the Group’s share in undistributed earnings and losses since acquisition. For equity investments over which the Group does not have significant influence or control, the cost method of accounting is used.
| (e) | Government subsidies |
Government subsidies are recognized as other income when received and all the conditions for their receipt have been met. The government subsidies were paid by cash and have no defined rules and regulations to govern the criteria necessary for the Group to enjoy the benefits.
For
the six months ended March 31, 2026 and 2025, the Group received government subsidies of $
| (f) | Revenue recognition |
The Group recognizes revenues pursuant to ASC 606, Revenue from Contracts with Customers (“ASC 606”). In accordance with ASC 606, the Group recognizes revenue to depict the transfer of promised services to customers in an amount that reflects the consideration to which the Group expects to receive in exchange for those services, reduced by value-added tax (“VAT”). Net revenues are presented net of tax and surcharges. The following five steps are applied to achieve that core principle:
| Step 1: | Identify the contract with the customer |
F-8
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) |
| Step 2: | Identify the performance obligations in the contract |
| Step 3: | Determine the transaction price |
| Step 4: | Allocate the transaction price to the performance obligations in the contract |
| Step 5: | Recognize revenue when the company satisfies a performance obligation |
Revenue from sales of self-manufactured masks and medical devices
The Group sells products to different distributor customers and direct-end user customers, primarily of sales of self-manufactured masks and medical devices. The Group does not accept returns of products or offer refunds for its customers after the expiration of quality objection periods. The Group usually offers a seven-day quality objection period and any quality deficiencies are determined by the testing of a third-party institution.
The Group grants credit sales for customers and the credit period varies among different customers. The Group normally grants the customers 30 to 180 days to complete their payments after the credit sales, and the length of the credit period is dependent on the customer’s creditworthiness and its transaction experience with the Group. The Group makes its judgment taking all of the facts and circumstances into account, including the PRC subsidiaries’ customary business practices and the knowledge of the customer, in determining whether it is probable that the PRC subsidiaries will collect substantially all of the consideration to which they will be entitled in exchange for the goods or services that the PRC subsidiaries expect to transfer to the customer.
The Group identifies one performance obligation in this business, which is to transfer control of a product to a distributor customer or direct-end user customer upon delivery of the product to the designated place. The revenue is recognized at a point in time when the Group satisfies the performance obligation by transferring the control of the promised product to distributor customers or direct-end user customers. The Group presents the revenue generated from its sales of products on a gross basis as the Group acts as a principal.
Revenue from commodity trading
The Group identifies one performance obligation in commodity trading, which is to transfer control of a product to a customer upon delivery of the product to the designated place. Revenue from commodity trading is recognized on a net basis or gross basis based on whether the Group arranges the provision of products through third parties and control the specified products provided by the third parties before that products are transferred to the customers. The revenue is recognized at a point in time when the Group satisfies performance obligations by arranging the transfer of a promised product to a customer. When the Group acted as an agent, the revenue is measured at fixed consideration which is determined as the difference between the sales price that the Group expects to receive in exchange for arranging promised products to the customer and the settlement price with the third-party suppliers. When the Group acted as a principal, the revenue is measured at fixed consideration which is the sales price that the Group expects to receive in exchange for arranging promised products.
Shipping and handling activities are considered to be fulfilment activities rather than promised services and are not, therefore, considered to be separate performance obligations. The Group’s sales terms provide no right of return outside of a standard quality policy and returns are generally not significant.
Geographic information
The following table disaggregates the Group’s revenue by geographic market for the six months ended March 31, 2026 and 2025:
| For
the six months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| China domestic market | $ | $ | ||||||
| Overseas market | ||||||||
| Net revenue | $ | $ | ||||||
F-9
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) |
Revenue by product categories
The following table disaggregates the Group’s revenue product categories for the six months ended March 31, 2026 and 2025:
| For
the six months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Medical devices(1) | $ | $ | ||||||
| Masks | ||||||||
| Commodity trading | ||||||||
| Others | ||||||||
| Net revenue | $ | $ | ||||||
| (1) |
Contract balances
Payment terms are established on the Group’s pre-established credit requirements based upon an evaluation of customers’ credit. Contract assets are recognized within the related accounts receivable.
The
contract liabilities consist of deferred revenue, which represents the billings or cash received for goods in advance of revenue recognition
and is recognized as revenue when all the Group’s revenue recognition criteria are met. The Group’s deferred revenue was
$
Other than deferred revenue, the Group had no other material contract assets, contract liabilities or deferred contract costs recorded on its consolidated balance sheets as of March 31, 2026 and September 30, 2025.
Contract costs
The
Group applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization
period would have been
| (g) | Recent accounting pronouncements |
The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGCs can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.
In March 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2025-02 “Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122” (“ASU 2025-02”), which amends the Accounting Standards Codification to remove the text of SEC Staff Accounting Bulletin (“SAB”) 121 “Accounting for Obligations to Safeguard Crypto- Assets an Entity Holds for its Platform Users” as it has been rescinded by the issuance of SAB 122. ASU 2025-02 is effective immediately and is not expected to have an impact on the Group’s financial statements.
F-10
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) |
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which provides guidance for entities that apply the practical expedient and accounting policy election, if applicable, when estimating expected credit losses on current accounts receivable and/or current contract assets arising from transactions under Topic 606, including those assets acquired in a business combination accounted for under Topic 805. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Group is currently evaluating the impact of the adoption of this guidance.
In September 2025, the FASB issued ASU 2025-06, Intangibles -Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027 and for interim reporting periods beginning in that fiscal year. The Group is currently evaluating the impact that this update will have on the consolidated financial statements.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (“Topic 815”) and Revenue from Contracts with Customers (“Topic 606”): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”). ASU 2025-07, expands an existing scope exception under Topic 815 to exclude non-exchange-traded contracts where the underlying is based on the operations or activities specific to one of the contract parties. The Group is currently evaluating the impact that this update will have on the consolidated financial statements.
In November 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (“Topic 326”): Purchased Loans (“ASU 2025-08”). The amendments expand the population of acquired loans subject to the gross-up approach, treating non-credit-deteriorated loans (excluding credit cards) as “seasoned” if purchased at least 90 days after origination or acquired in a business combination. ASU 2025-08 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Group is currently evaluating the impact that this update will have on the consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities to establish authoritative guidance on the accounting for government grants received by business entities. This update is effective for annual and interim periods beginning after December 15, 2028, though early adoption is permitted. The Group is currently evaluating the impact that this update will have on the consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied either a prospective or a retrospective approach. Early adoption is permitted. The Group is currently evaluating the impact that this update will have on the consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. The Group is currently evaluating the impact that this update will have on the consolidated financial statements.
F-11
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 3. | ACCOUNTS RECEIVABLE, NET |
Accounts receivable, net consisted of the following:
| As
of March 31, 2026 |
As
of September 30, 2025 |
|||||||
| (Unaudited) | ||||||||
| Accounts receivable | $ | $ | ||||||
| Allowance for credit loss | ( |
) | ( |
) | ||||
| Accounts receivable, net | $ | $ | ||||||
A
credit loss of $
| For
the Six Months Ended March 31, 2026 |
For
the Six Months Ended March 31, 2025 |
|||||||
| (Unaudited) | (Unaudited) | |||||||
| Balance at the beginning of the period | $ | $ | ||||||
| Current period addition | ||||||||
| Reversal | ( |
) | ( |
) | ||||
| Foreign currency translation adjustment | ( |
) | ||||||
| Balance at the end of the period | $ | $ | ||||||
| 4. | INVENTORIES, NET |
Inventories consisted of the following:
| As
of March 31, 2026 |
As
of September 30, 2025 |
|||||||
| (Unaudited) | ||||||||
| Work in progress | $ | $ | ||||||
| Finished goods | ||||||||
| Raw materials | ||||||||
| Less: impairment | ||||||||
| Inventories, net | $ | $ | ||||||
F-12
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 4. | INVENTORIES, NET (cont.) |
Impairment
provided for the inventories was $
| For
the Six Months Ended March 31, 2026 |
For
the Six Months Ended March 31, 2025 |
|||||||
| (Unaudited) | (Unaudited) | |||||||
| Balance at the beginning of the period | $ | $ | ||||||
| Current period addition | ||||||||
| Reduction | ( |
) | ( |
) | ||||
| Foreign currency translation adjustment | ( |
) | ||||||
| Balance at the end of the period | $ | $ | ||||||
| 5. | PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET |
Prepaid expenses and other current assets consisted of the following:
| As
of March 31, 2026 |
As
of September 30, 2025 |
|||||||
| (Unaudited) | ||||||||
| Loans to third parties(1) | ||||||||
| Prepaid expenses(2) | ||||||||
| Others(3) | ||||||||
| Total prepaid expenses and other current assets, net | $ | $ | ||||||
| (1) |
| (2) |
| (3) |
F-13
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 6. | PROPERTY, PLANT AND EQUIPMENT, NET |
Property, plant and equipment, net consisted of the following:
| As
of March 31, 2026 |
As
of September 30, 2025 |
|||||||
| (Unaudited) | ||||||||
| Property and buildings | $ | $ | ||||||
| Machinery and equipment | ||||||||
| Vehicle | ||||||||
| Office and electric equipment | ||||||||
| Buildings improvement | ||||||||
| Subtotal | ||||||||
| Less: impairment | ||||||||
| Less: accumulated depreciation | ||||||||
| Property, plant and equipment, net | $ | $ | ||||||
As of the date of this unaudited condensed consolidated financial statements, Work Hangzhou has not obtained the property ownership certificate for two buildings.
As of March 31, 2026, buildings with a net book value of $
Depreciation
expenses were $
impairment was recognized for the six months ended March 31, 2026 and 2025.
| 7. | INTANGIBLE ASSETS, NET |
Intangible assets, net consisted of the following:
| As
of March 31, 2026 |
As
of September 30, 2025 |
|||||||
| (Unaudited) | ||||||||
| Land use rights | $ | $ | ||||||
| Digital factory operation management system | ||||||||
| Patent | ||||||||
| Mask customization system | ||||||||
| Subtotal | ||||||||
| Less: accumulated amortization | ||||||||
| Intangible assets, net | $ | $ | ||||||
Amortization
expenses were $
F-14
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 7. | INTANGIBLE ASSETS, NET (cont.) |
The following table presents future amortization as of March 31, 2026:
| Amount | ||||
| For the remainder of the year ending September 30, 2026 | $ | |||
| Year ending September 30, | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| $ | ||||
| 8. | LONG-TERM INVESTMENTS |
As of March 31, 2026 and September 30, 2025, long-term investments consisted of the following:
| As
of March 31, 2026 | As
of September 30, 2025 | |||||||
| (Unaudited) | ||||||||
| Long-term investments: | ||||||||
| Investments accounted for using the equity method | $ | $ | ||||||
| Total long-term investments | $ | $ | ||||||
On
September 25, 2025, the Company and the original shareholder (the “Seller”) of ELEFUN GROUP CO., LIMITED (“Elefun”)
entered into a Share Transfer Agreement. According to the agreement, the Seller intended to sell, and the Company intended to purchase
from the Seller, an aggregate of
No impairment loss was recognized during the six months ended March 31, 2026.
For the six months ended March 31, 2026, equity method investments held by the Group have not met the significance criteria as defined under Rule 10-01(b)(1) of Regulation S-X.
F-15
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 9. | ACCRUED EXPENSES AND OTHER LIABILITIES |
Accrued expenses and other liabilities consisted of the following:
| As
of March 31, 2026 |
As
of September 30, 2025 |
|||||||
| (Unaudited) | ||||||||
| Other taxes payable | $ | $ | ||||||
| Property Purchase Payables(1) | ||||||||
| Payroll payable | ||||||||
| Payable equity purchase consideration(2) | ||||||||
| Other payable | ||||||||
| Total accrued expenses and other liabilities | $ | $ | ||||||
| (1) |
| (2) |
| 10. | TAXATION |
The
statutory income tax rate for the Company’s major operating entity is
F-16
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 11. | SHORT-TERM BANK BORROWINGS |
As of March 31, 2026 and September 30, 2025, summary of short-term bank borrowings is as follows:
| Annual interest rate | Maturity date | March 31, 2026 (Unaudited) | September 30, 2025 | |||||||||||
| Bank of Jiangsu | $ | $ | ||||||||||||
| $ | $ | |||||||||||||
| Xiaoshan Rural Commercial Bank | ||||||||||||||
| Xiaoshan Rural Commercial Bank | ||||||||||||||
| Xiaoshan Rural Commercial Bank | ||||||||||||||
| Xiaoshan Rural Commercial Bank | ||||||||||||||
| $ | $ | |||||||||||||
| Total | $ | $ | ||||||||||||
Interest
expenses were $
The borrowings from Xiaoshan Rural Commercial Bank were secured by the Group’s equipment and building, see Note 6 for further details.
F-17
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 12. | RELATED PARTY TRANSACTIONS |
The following is a list of related parties which the Group has transactions with:
| No. | Name of Related Parties | Relationship with the Group | ||
| a | Baiming Yu | |||
| b | Huiyu Chuanggu (Hangzhou) Equity Investment Fund Co., Ltd. (“Huiyu Chuanggu”) | |||
| c | Shuang Wu | |||
| d | Hangzhou Shuige Technology Co., Ltd (“Hangzhou Shuige”) | |||
| e | Hangzhou Qingniu Medical Instrument Co., Ltd (“Hangzhou Qingniu”) | |||
| f | Qijia Yu | |||
| g | EZGO Technologies Ltd (“EZGO”) |
Amounts due from related parties
Amounts due from related parties consisted of the following for the periods indicated:
| As
of March 31, 2026 |
As
of September 30, 2025 |
|||||||
| (Unaudited) | ||||||||
| Hangzhou Qingniu(1) | $ | $ | ||||||
| Hangzhou Shuige(1) | ||||||||
| Huiyu Chuanggu(2) | ||||||||
| Shuang Wu(2) | ||||||||
| Qijia Yu(2) | ||||||||
| EZGO(3) | ||||||||
| Total | $ | $ | ||||||
| (1) |
| (2) |
| (3) |
F-18
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 12. | RELATED PARTY TRANSACTIONS (cont.) |
Amounts due to related parties
Amounts due to related parties consisted of the following for the periods indicated:
| As
March 31, 2026 |
As
of September 30, 2025 |
|||||||
| (Unaudited) | ||||||||
| Hangzhou Qingniu(1) | ||||||||
| Baiming Yu(1) | ||||||||
| Total | $ | $ | ||||||
| (1) |
Related party transactions
| For
the six months ended March 31, |
||||||||
| Nature | 2026
(Unaudited) |
2025 (Unaudited) |
||||||
| Loan to Hangzhou Shuige(1) | $ | $ | ||||||
| Repayment from Hangzhou Shuige(1) | ||||||||
| Sales to Hangzhou Shuige(5) | ||||||||
| Loan from Hangzhou Shuige(2) | ||||||||
| Repayment to Hangzhou Shuige(2) | ||||||||
| Repayment to Baiming Yu(2) | ||||||||
| Loan to Baiming Yu(1) | ||||||||
| Sales to Baiming Yu(5) | ||||||||
| Sales to Hangzhou Qingniu(5) | ||||||||
| Loan to Hangzhou Qingniu(1) | ||||||||
| Repayment from Hangzhou Qingniu(1&5) | ||||||||
| Purchase from Hangzhou Qingniu(6) | ||||||||
| Loan to Shuang Wu(1) | ||||||||
| Repayment from Shuang Wu(1&7) | ||||||||
| Loan from Shuang Wu(2) | ||||||||
| Repayment to Shuang Wu(2) | ||||||||
| Advance to Huiyu Chuanggu(7) | ||||||||
| Payment of equity transfer consideration on behalf of the Company(3) | ||||||||
| Repayment to Huiyu Chuanggu for IPO costs paid on behalf of the Group (2) | ||||||||
| Advance to Qijia Yu(4) | ||||||||
| Reimbursement from Qijia Yu(4) | ||||||||
| Loan to EZGO(8) | ||||||||
| Interest receivable from EZGO(8) | ||||||||
| (1) |
| (2) |
F-19
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 12. | RELATED PARTY TRANSACTIONS (cont.) |
| (3) |
| (4) |
| (5) |
| (6) |
| (7) |
| (8) |
| 13. | ORDINARY SHARES |
Ordinary Shares
The
Company was established as an exempted company under the laws of Cayman Islands on March 1, 2022. The authorized number of ordinary shares
was
On
April 6, 2023, the shareholders of the Company unanimously passed resolutions effecting the subdivision of the Company’s authorized
and issued share capital and the adoption of the amended and restated memorandum of association, pursuant to which, (1) the Company effectuated
a
On
August 26, 2024 and August 29, 2024, the Company closed its IPO and the sale of the over-allotment shares, respectively. The Company
issued and sold a total of
F-20
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 13. | ORDINARY SHARES (cont.) |
On
February 5, 2025, at the 2024 annual general meeting of shareholders (the “AGM”) of the Company, the shareholders of
the Company passed resolutions to (i) increase the Company’s authorized share capital; (ii) re-designate and re-classify the
Company’s authorized share capital; and (iii) adopt amended and restated memorandum and articles of association to reflect the
share capital increase, the share re-designation and re-classification, and the terms of the re-designated and re-classified shares
of the Company. As a result, immediately following the AGM, the Company’s authorized share capital was increased, and re-designated and
re-classified from $
On
May 22, 2025, the Company closed its underwritten follow-on offering and sale of
The
Series A warrants have a one-year term, are immediately exercisable after issuance, and have an initial exercise price of $
The
Series B warrants have a three-month term, are immediately exercisable after issuance, and have an initial exercise price of $
On
September 25, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional
investor named therein (collectively, the “Purchasers”), pursuant to which, the Company agreed to issue and sell, in a registered
direct offering (the “Registered Direct Offering”): (i)
F-21
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 13. | ORDINARY SHARES (cont.) |
The
Registered Direct Offering closed on September 26, 2025. The Company received approximately $
The
Pre-Funded Warrants were sold to any Purchaser, whose purchase of the Shares in the Registered Direct Offering would otherwise have resulted
in such Purchaser, together with its affiliates and certain related parties, beneficially owning more than
On
September 12, 2025, WORK Medical Technology Group LTD (the “Company”) held an extraordinary general meeting of shareholders
(the “EGM”). During the EGM, the shareholders passed certain resolutions with respect to: (i) one or more share consolidations
of all of the authorized, issued, and outstanding shares of the Company (collectively, the “Shares”), each at such consolidation
ratio and with such effective time as the board of directors of the Company (the “Board”) may determine in its sole discretion
(together, the “Share Consolidations,” and each, a “Share Consolidation”); provided, however, that the accumulated
consolidation ratio for any and all such Share Consolidations shall be no less than 2:1 nor greater than 250:1, with such consolidated
Shares having the same rights and being subject to the same restrictions (save as to nominal value) as the existing Shares of each class
as set out in the Company’s existing amended and restated memorandum and articles of association; (ii) an increase in the Company’s
authorized share capital from US$
On
September 29, 2025, the Board passed certain resolutions with respect to (i) a consolidation of the Shares at the ratio of 100:1; (ii)
an increase in the Company’s authorized share capital from US$
On
November 20, 2025, the Company entered into a sales agreement (the “Sales Agreement”) with AC Sunshine Securities, LLC (the
“Sales Agent”), acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to
time, through the Sales Agent Class A ordinary shares, par value $
F-22
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 13. | ORDINARY SHARES (cont.) |
The
Company is not obliged to sell any shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, the
Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal
law, rules and regulations, and the rules of The Nasdaq Stock Market to sell shares from time to time based upon the Company’s
instructions, including any price, time, or size limits specified by the Company. Upon delivery of a sales notice, and subject to the
Company’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, the Sales Agent may sell
the Class A Ordinary Shares by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4)
promulgated under the Securities Act of 1933, as amended. The Company will pay the Sales Agent a commission of
Class
A Ordinary Shares will be offered and sold pursuant to the prospectus supplement, dated November 21, 2025, to the registration statement
on Form F-3 (Registration Number 333-289943), filed by the Company on August 29, 2025 (the “Registration Statement”), that
forms a part of such Registration Statement, for an aggregate offering price of up to $
On October 21, 2025, the Company held an extraordinary general meeting of shareholders (the “EGM”). During the EGM, the shareholders passed certain resolutions with respect to: (i) one or more share consolidations of all of the authorized, issued, and outstanding shares of the Company (collectively, the “Shares”), each at such consolidation ratio and with such effective time as the board of directors of the Company (the “Board”) may determine in its sole discretion (together, the “Share Consolidations,” and each, a “Share Consolidation”); provided, however, that the accumulated consolidation ratio for any and all such Share Consolidations shall be no less than 2:1 nor greater than 250:1, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to nominal value) as the existing Shares of each class as set out in the Company’s existing amended and restated memorandum and articles of association; and (ii) the adoption of a further amended and restated memorandum of association to reflect the relevant Share Consolidation.
On
November 7, 2025, the Company held an extraordinary general meeting of shareholders (the “Meeting”). During the Meeting,
the shareholders passed the resolution that the authorized share capital of the Company be increased from US$
On
November 29, 2025, the Board passed certain resolutions with respect to (i) a consolidation of the Shares at the ratio of 100:1; and
(ii) the adoption of an amended and restated memorandum of association in substitution for, and to the entire exclusion of, the Company’s
existing memorandum of association, to reflect the Share Consolidation. The effective date of the Share Consolidation was December 29,
2025 (the “Effective Date”). On the Effective Date, the Company’s authorized ordinary shares were consolidated at the
ratio of one hundred-for-one, and the authorized share capital of the Company became US$
On
December 30, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with LWY
GROUP LTD, a British Virgin Islands company and an existing shareholder of the Company, which is wholly owned by Baiming Yu (“LWY
GROUP”). Pursuant to the Securities Purchase Agreement, LWY GROUP agreed to subscribe for and purchase from the Company, and the
Company agreed to issue and sell to LWY GROUP, an aggregate of
F-23
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 13. | ORDINARY SHARES (cont.) |
On February 25, 2026, the Company held an annual general meeting of shareholders (the “Meeting”). During the Meeting, the shareholders passed certain resolutions with respect to:
| (i) | the authorized share capital of the Company be increased from US$100,000,000 divided into 16,000,000 Class A ordinary shares with par value of US$5.00 per share and 4,000,000 Class B ordinary shares with par value of US$5.00 per share to US$100,000,000,000 divided into 16,000,000,000 Class A ordinary shares with par value of US$5.00 per share and 4,000,000,000 Class B ordinary shares with par value of US$5.00 per share (the “Share Capital Increase”); |
| (ii) | subject to the Share Capital Increase being effected and all further requirements prescribed by sections 14, 14A and 14B of the Companies Act (Revised) (the “Companies Act”) relating to share capital reductions being complied with, that (together, the “Share Capital Reduction and Reorganization”): (a) the par value of each issued and outstanding Class A ordinary share of par value US$5.00 each and Class B ordinary shares of par value US$5.00 each in the share capital of the Company be reduced to US$0.00001 by cancelling US$4.99999 of the paid-up capital on each of the issued and outstanding Class A ordinary shares of par value US$5.00 each and Class B ordinary shares of par value US$5.00 each (the “Capital Reduction”); (b) following the Capital Reduction, the amount deemed to be paid up on each issued and outstanding share of the Company shall be US$0.00001; |
| (iii) | immediately following the Capital Reduction: (a) each authorized but unissued Class A ordinary shares of par value US$5.00 be subdivided into 500,000 Class A ordinary shares of par value US$0.00001 each; and (b) each authorized but unissued Class B ordinary shares of par value US$5.00 be subdivided into 500,000 Class B ordinary shares of par value US$0.00001 each (the “Subdivision”); |
| (iv) | immediately following the Subdivision, the authorized share capital of the Company be altered by the cancellation of such number of unissued Class A ordinary shares of par value US$0.00001 and unissued Class B ordinary shares of par value US$0.00001 that will result in the Company having authorized share capital of US$200,000 divided into 16,000,000,000 Class A ordinary shares with par value of US$0.00001 per share and 4,000,000,000 Class B ordinary shares with par value of US$0.00001 per share (the “Cancellation”); and |
| (v) | immediately following the Capital Reduction, the Subdivision and the Cancellation, the authorized share capital of the Company shall be US$200,000 divided into 16,000,000,000 Class A ordinary shares with par value of US$0.00001 per share and 4,000,000,000 Class B ordinary shares with par value of US$0.00001 per share. |
Subscription receivable
As
of March 31, 2026 and September 30, 2025, subscription receivable on the consolidated balance sheets represented the unrecovered consideration
of
| 14. | STATUTORY SURPLUS RESERVES AND RESTRICTED NET ASSETS |
A significant portion of the Group’s operations are conducted through its PRC (excluding Hong Kong) subsidiaries, the Group’s ability to pay dividends is primarily dependent on receiving distributions of funds from our subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by our subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations, and after it has met the PRC requirements for appropriation to statutory reserves.
The
Group is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus
reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC
GAAP”). Appropriations to the statutory surplus reserve are required to be at least
As
a result of these PRC laws and regulations, the Group’s PRC subsidiaries are restricted in their ability to transfer a portion
of their net assets to the Group. As of March 31, 2026 and September 30, 2025, net assets restricted in the aggregate, which include
paid-in capital and statutory reserve funds of the Group’s subsidiaries, that are included in the consolidated net assets were
$
F-24
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 15. | CONCENTRATION RISK |
Financial instruments that potentially expose the Group to concentrations risk consist primarily of accounts receivable. The Group conducts credit evaluations of its customers, and generally does not require collateral or other security from them. The Group evaluates its collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. The Group conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.
There was no single customer that accounted 10% or more of the Group’s total revenue for the six months ended March 31, 2026 and 2025.
The following table sets forth a summary of single customers who represented 10% or more of the Group’s total accounts receivable:
| As
of March 31, 2026 |
As
of September 30, 2025 |
|||||||
| (Unaudited) | ||||||||
| Percentage of the Group’s total accounts receivable | ||||||||
| Customer A | % | |||||||
| Customer B | % | |||||||
| Customer C | % | % | ||||||
| Customer D | % | |||||||
| * |
The following table sets forth a summary of single suppliers who represented 10% or more of the Group’s total purchases:
| For
the six months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Percentage of the Group’s total purchase | ||||||||
| Supplier A | % | % | ||||||
| Supplier B | % | |||||||
| Supplier C | % | % | ||||||
| * | Represent percentage less than 10% |
The following table sets forth a summary of single suppliers who represented 10% or more of the Group’s total advance to suppliers:
| As
of March 31, 2026 |
As
of September 30, 2025 |
|||||||
| (Unaudited) | ||||||||
| Percentage of the Group’s advance to | ||||||||
| Supplier D | % | % | ||||||
| Supplier E | % | |||||||
| Supplier F | % | |||||||
| * | Represent percentage less than 10% |
F-25
WORK MEDICAL TECHNOLOGY GROUP LTD
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share and per share data)
| 16. | COMMITMENTS AND CONTINGENCIES |
Commitments
As of March 31, 2026 and September 30, 2025, the Group has no material purchase commitments or significant leases.
Contingencies
In the ordinary course of business, the Group may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Group records contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. In the opinion of management, there were no material pending or threatened claims and litigation as of the issuance date of these unaudited condensed consolidated financial statements.
| 17. | SUBSEQUENT EVENTS |
On October 1, 2025, the Company and
a third party advisor (“advisor”) entered into a consulting service agreement, pursuit to which the advisor will provide comprehensive
services to the Company, including business strategy consulting, market expansion implementation, merger and acquisition advice. The Company
has paid $
On April 23, 2026, the Company and
Elefun entered into a borrowing agreement, pursuit to which the Company will provide Elefun a maximum revolving loan facility of $
On May 13, 2026, the Board passed
a resolution with respect to a Share Consolidation at the ratio of
The Group has evaluated subsequent events from March 31, 2026 and as of August 14, 2026, and did not identify any subsequent events except those disclosed above that would have material financial impact or that required adjustment of the Group’s unaudited condensed consolidated financial statements.
F-26
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial Highlights (all results compared to the prior fiscal period unless otherwise noted)
| ● | Revenues were $5.4 million, representing an increase of 19.1% |
| ● | Gross margin was 19.1%, compared with 34.4% |
| ● | Net loss was $3,461,214, compared with net loss of $29,425 |
| ● | The Group has cash and cash equivalents of approximately $3.25 million as of March 31, 2026, compared to approximately $4.09 million as of September 30, 2025. |
Management Commentary
After experiencing continuing downturn in market demand for masks since COVID-19 pandemic, the Company has turned a profit in mask sales and achieved a significant increase of 38.0% for the six months ended March 31, 2026, compared to six months ended March 31, 2025.
The company’s medical devices business achieved 18.1% of revenue growth for the six months ended March 31, 2026, compared to six months ended March 31, 2025, primarily driven by the ongoing reform and implementation of China’s volume-based procurement (VBP). The VBP program boosted the Company’s order volume, meanwhile the lower procurement prices has caused negative effect on the company’s profit margins.
Apart from the strategies mentioned above, the Group has been investing in research and development (“R&D”) and forging comprehensive strategic partnerships with universities, hospitals, and research institutes. Leveraging its industrial resources and partners’ innovation capabilities, the Group is continuously enhancing its R&D strength, expanding its business, and seeking new growth opportunities through innovation.
Based on management’s assessment of macroeconomic conditions and industry competition, along with the Group’s existing business segments and industrial and innovation resources, the following strategic adjustments have been confirmed:
1. Maintaining the current scale of mask business, leveraging existing production resources to generate stable and predictable cash flow.
2. Implementing strategies to drive growth in the medical device business, including:
- Bidding on medical device tenders to drive sales of our products;
- Participating in academic conferences and exhibitions to enhance our product visibility and brand recognition;
- Optimizing distributor networks by phasing out lower-performing distributors and fostering long-term partnerships with high-quality distributors selected based on order volume, sustainability, cooperation potential, and reputation.
3. Deepening strategic R&D collaborations with universities, hospitals, and research institutes to enhance proprietary technological capabilities, accelerate product registration and commercialization, and drive revenue and profit growth.
4. Pursuing equity investments in high-quality medical technology companies to expand business scope and create external growth opportunities.
Through the foregoing strategies, the Group intends to capitalize on emerging market trends while endeavoring to sustain and diversify growth.
As of the date of issuance of this report, the Company has an aggregate of 2,416,569 Class A ordinary shares and 1,009 Class B ordinary shares issued and outstanding.
Financial Review for the Six Months Ended March 31, 2026
Net revenue
| For the six months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Medical devices | $ | 4,958,295 | $ | 4,196,880 | ||||
| Masks | 427,861 | 309,962 | ||||||
| Commodity trading | 21,929 | 36,743 | ||||||
| Others | 4,672 | - | ||||||
| Net revenue | $ | 5,412,757 | $ | 4,543,585 | ||||
Sales increased by $869,172, or approximately19.1%, to $5,412,757 for the six months ended March 31, 2026 from $4,543,585 for the six months ended March 31, 2025. This growth was primarily driven by increased sales volume from the customized mask business and higher revenue from medical devices due to the impact of national policy measures.
Sales of masks increased by $117,899, or 38.0%, to $427,861 for the six months ended March 31, 2026 from $309,962 for the six months ended March 31, 2025. The increase was mainly attributable to rising overall market demand for masks in the first half of the year, coupled with the Company’s offering of preferential pricing to customers, which lowered their total procurement costs and led to higher order volumes, thereby boosting mask-related revenue.
Medical devices are mainly anesthesia and respiratory medical devices. The sales of medical devices increased by $761,415, or 18.1%, to $4,958,295 for the six months ended March 31, 2026 from $4,196,880 for the six months ended March 31, 2025. This growth was primarily due to the implementation of the national centralized government procurement (volume-based procurement) policy under the medical insurance scheme, which significantly reduced procurement prices for medical consumables and diagnostic equipment, prompting healthcare institutions to place larger bulk orders and thereby driving sales volume upward.
Commodity trading mainly involves trading in protective clothing, waterproof goggles, protective foot covers and raw materials of masks and medical devices. The revenue from commodity trading decreased by $14,814, or 40.3%, to $21,929 for the six months ended March 31, 2026 from $36,743 for the six months ended March 31, 2025. The decline was primarily due to the Company’s ongoing strategic reduction of low-margin trading operations, compounded by weakening market demand and lower average selling prices for the traded goods.
Cost of revenue
Cost of revenue primarily includes the cost of materials, direct labor, overhead, and other related incidental expenses that are directly attributable to the principal operations of the PRC subsidiaries. Cost of revenue increased by $1,395,274, or approximately 46.8%, to $4,376,562 for the six months ended March 31, 2026 from $2,981,288 for the six months ended March 31, 2025. The cost increase significantly outpaced revenue growth, primarily due to the implementation of the national centralized government procurement (volume-based procurement) policy under the medical insurance scheme, which significantly reduced procurement prices for medical consumables and diagnostic equipment and leading to the a lower margin.
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Gross profit
Gross profit decreased by $526,102, or approximately 33.7%, to $1,036,195 for the six months ended March 31, 2026 from $1,562,297 for the six months ended March 31, 2025. Gross profit margin climbed to 19.1% for the six months ended March 31, 2026, as compared to 34.4% for the six months ended March 31, 2025. The decrease of gross profit margin was primarily due to (i) the decreased sales proportion of medical devices from 92.4% for the six months ended March 31, 2025 to 91.6% for the six months ended March 31, 2026, as these products generally have a higher profit margin, and (ii) the increased sales proportion of masks with relative lower profit margin for the six months ended March 31, 2026.
Selling expenses
Our selling expenses primarily consist of salaries, welfare expenses as well as exhibition and sponsorship expenses. Our selling and marketing expenses decreased by $50,174, or approximately 5%, to $954,612 for the six months ended March 31, 2026 from $1,004,786 for the six months ended March 31, 2025. The decrease of the selling expenses was mainly due to (i) the decrease in sponsorship expenses, as no large-scale sponsorship activities were undertaken in the six months ended March 31, 2026, and were partially offset by (ii) the increase in salaries, due to higher headcount in the sales department to support the expansion of sales channels in the six months ended March 31, 2026.
General and administrative expenses
Our general and administrative expenses primarily consist of professional fees, salaries and welfare expenses, depreciation and amortization and office expenses. Our general and administrative expenses increased by $1,649,231, or approximately 88.2%, to $3,520,028 for the six months ended March 31, 2026 from $1,870,797 for the six months ended March 31, 2025, primarily due to the increase of professional fees for business strategy consulting, exploration of overseas business opportunity, and merger and acquisition advice.
R&D expenses
Our R&D expenses were incurred for the development of medical devices and technologies used for the manufacturing of medical devices. Our R&D expenses decreased by $154,412, or approximately 61%, to $98,670 for the six months ended March 31, 2026 from $253,082 for the six months ended March 31, 2025. The decline was primarily due to previously developed products having already entered large-scale production and been moved into warehouse inventory.
Other income/loss
The total net other income was $24,779 and $1,445,192 for the six months ended March 31, 2026 and 2025, respectively.
The net other income for the six months ended March 31, 2026 primarily consisted of (i) government subsidies income of $120,217; (ii) interest expense of $117,902; (iii) interest income of $35,752 , including interest income from interest-bearing loans to third parties of $13,252; and (iv) other miscellaneous expenses of $13,288.
The net other income for the six months ended March 31, 2025 primarily consisted of (i) government subsidies income of $1,536,455; (ii) interest expense of $286,827; (iii) interest income of $149,432, including interest income from interest-bearing loans to third parties of $144,884; and (iv) other miscellaneous income of $46,132.
Income tax benefit
The income tax benefit was $153 and $91,751 for the six months ended March 31, 2026 and 2025, respectively. The change was primarily due to increase in valuation allowance due to continuous operating loss of the Group.
Net loss
As a result of the foregoing, our net loss was $3,461,214 and $29,425 for the six months ended March 31, 2026 and 2025, respectively.
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