沃氪医疗美股招股说明书(2025-05-22版)

PROSPECTUS,DATED MAY 20,2025 10,000,000Ordinary Units(eachOrdinary Unit consisting of one Class AOrdinaryShare,one SeriesAWarrant to purchase one Class A OrdinaryShareand one SeriesBWarrant to purchase one ClassAOrdinary Share) Upto 10,000,000 Pre-Funded Ordinary Units(each Pre-Funded Ordinary Unitconsistingof one Pre-Funded Warrant,one Series A Warrant to purchase oneClassA Ordinary Share and one Series B Warrant to purchase one Class AOrdinaryShare) 10,000,000Class A Ordinary Shares included in the Ordinary Units Upto 30,000,000 Class A Ordinary Shares Underlying the Series A Warrants(whichcontains a zero exercise price option) Upto 40,000,000 Class A Ordinary Shares Underlying the Series B Warrants(whichcontains a zero exercise price option) Upto 10,000,000 Class A Ordinary Shares Underlying the Pre-Funded Warrants WORK Medical Technology Group LTD Weare offering on a firm commitment basis 10,000,000 ordinary units(each,an“Ordinary Unit,” and, collectively, the “Ordinary Units”), with each Ordinary Unitconsistingof(i)oneClass A ordinary share,par value$0.0005 per share(each,a“ClassA Ordinary Share,”and,collectively,the“Class A Ordinary Shares”),(ii)oneSeriesAwarrant to purchase one Class A Ordinary Share(each,a“SeriesA Warrant,” and, collectively, the “Series A Warrants”), at the exercisepriceof$1.00 per share,and(iii)oneSeriesBwarrant to purchase one Class AOrdinaryShare(each,a“SeriesBWarrant,”and,collectively,the“SeriesBWarrants”),at the exercise price of$1.00 per share.We are offering the OrdinaryUnits at the public offering price of $0.50 per Ordinary Unit. To the extent that thepurchaseof Ordinary Units would cause the beneficial ownership of a purchaser inthisoffering,together with its affiliates,to exceed 4.99%(or,at the election ofthepurchaser,9.99%)of the Class A Ordinary Shares immediately following theconsummationof this offering,the Company agrees to issue,at the election of thepurchasers,a number of pre-funded ordinary units(each,a“Pre-Funded OrdinaryUnit,”and,collectively,the“Pre-Funded Ordinary Units;”together with theOrdinary Units, the “Units”) in lieu of the Ordinary Units. Each Pre-Funded OrdinaryUnitconsists of(i)one pre-funded warrant to purchase one Class A Ordinary Share(each,a“Pre-Funded Warrant,”and,collectively,the“Pre-Funded Warrants”;andtogether with the Series B Warrants and the Series A Warrants, the “Warrants”), (ii)oneSeries A Warrant,and(iii)oneSeries B Warrant.The purchase price of eachPre-Funded Ordinary Unit will equal the price per Ordinary Unit,minus$0.0005,andtheexercise price of each Pre-Funded Warrant included in the Pre-Funded OrdinaryUnitwill be$0.0005 per share.The Pre-Funded Warrants offered hereby will beimmediately exercisable and may be exercised at any time until exercised in full. ForeachPre-Funded Ordinary Unit that we sell,the number of Ordinary Units that we areoffering will be decreased on a one-for-one basis. TheSeriesAWarrants will have a one-year term,will be immediately exercisableafterissuance and have an initial exercise price of$1.00 per share.If at any timeandfrom time to time on or after the Series A Warrants are issued there occurs anysharesplit,sharedividend,sharecombination,orreversesharesplit,recapitalization,or other similar transaction involving the Class A Ordinary Shares(a “Share Combination Event”), the Series A Warrants may also be exercised in wholeor in part by means of a “zero price exercise,” in which the holder will be entitledtoreceive a number of Class A Ordinary Shares equal to the product of(a)theaggregatenumber of Class A Ordinary Shares that would be issuable upon exercise ofthe Series A Warrants if such exercise were by means of a cash exercise rather than acashlessexercise,multiplied by(b)3.0.As a result,holders of the Series AWarrantsmay elect to be issued a maximum of 30,000,000 Class A Ordinary Shares uponthe exercise of the Series A Warrants upon a Share Combination Event. Table of Contents TheSeriesBWarrants will have three-month terms,will be immediately exercisableafterissuance and have an initial exercise price of$1.00 per share.The Series BWarrantsmay also be exercised in whole or in part by means of a“zero priceexercise,”in which the holder will be entitled to receive a number of Class AOrdinaryShares equal to the product of(a)the aggregate number of Class A OrdinaryShares that would be issuable upon exercise of the Series B Warrants if such exercisewereby means of a cash exercise rather than a cashless exercise,multiplied by(b)4.0.Such zero price exercise is subject to the Beneficial Ownership Limitations(asdefinedbelow).As a result,holders of the Series B Warrants may elect to be issuedamaximum of 40,000,000 Class A Ordinary Shares upon the exercise of the Series BWarrants. Asa result of the zero exercise price option,we do not expect to receive any cashproceedsfrom the exercise of the Series B Warrants,or,upon a Share CombinationEvent, from the exercise of the Series A Warrants, because it is hi