F-3/A 1 zkinf3a1030226.htm FORM F-3/A1

As filed with the Securities and Exchange Commission on March 4, 2026

Registration No. 333-293677

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

AMENDMENT NO. 1
TO
FORM F-3

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

ZK INTERNATIONAL GROUP CO., LTD

(Exact name of registrant as specified in its charter)

British Virgin Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

ZK International Group Co., Ltd.

c/o Zhejiang Zhengkang Industrial Co., Ltd.

No. 678 Dingxiang Road, Binhai Industrial Park

Economic & Technology Development Zone

Wenzhou, Zhejiang Province

People’s Republic of China

(Address and telephone number of Registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, New York 10168

(Name, address, and telephone number, of agent for service)

With a copy to:

Pang Zhang-Whitaker, Esq.

Darius R. Alam, Esq.

Carter Ledyard & Milburn LLP

28 Liberty Street, New York, NY 10005

1 212.238.8844

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by the registrant.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

EXPLANATORY NOTE

ZK International Group Co., Ltd. is filing this amendment (this “Amendment”) to the registration statement on Form F-3 (Registration No. 333-293677) (the “Registration Statement”) solely to correct certain hyperlinks in the section of the prospectus entitled “Information Incorporated by Reference” contained in the Registration Statement. Other than the foregoing hyperlink corrections and related changes to the cover page, Part II of the Registration Statement, and minor typographical changes, the prospectus and all other information in the Registration Statement remain unchanged.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated March 4, 2026

PROSPECTUS

$500,000,000

ZK INTERNATIONAL GROUP CO., LTD

Ordinary Shares

Debt Securities

Warrants

Subscription Rights

Units

This prospectus provides a general description of the securities we may offer from time to time. Each time we sell securities, we will provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement may also add, update, or change information contained in this prospectus. This prospectus may not be used to consummate a sale of securities unless accompanied by the applicable prospectus supplement. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information” and the documents incorporated or deemed to be incorporated by reference carefully before you make your investment decision.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING ON PAGE 7 AND UNDER SIMILAR HEADINGS IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIONS HAVE APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

We may offer to sell, from time to time, in one or more offerings, any combination of ordinary shares, debt securities, warrants, subscription rights, or units having an aggregate initial offering price not exceeding $500,000,000 (or their equivalent in foreign or composite currencies) on terms to be determined at the time of offering. We may also offer any of these securities that may be issuable upon the conversion, exercise or exchange of debt securities, warrants, or subscription rights.

The securities issued under this prospectus may be offered directly or through underwriters, agents or dealers. The names of any underwriters, agents or dealers will be included in a supplement to this prospectus.

The aggregate market value of our outstanding ordinary shares held by non-affiliates was approximately $24,181,231 based on 17,272,308 outstanding ordinary shares, of which 17,272,308 shares are held by non-affiliates, and a per share price of $1.40 based on the closing sale price of our ordinary shares as reported by the Nasdaq Capital Market on February 17, 2026. As of the date of this prospectus supplement, pursuant to General Instruction I.B.5. of Form F-3, the Company has not conducted any transactions in the last 12 months.

Our ordinary shares are listed on the NASDAQ Capital Market under the symbol “ZKIN”. On February 17, 2026, the closing price of our ordinary shares was $1.40 per share. Investing in our securities involves risks. See “Risk Factors” beginning on page 7 of this prospectus and related risk factors in our most recent annual report on Form 20-F (as amended, the “Annual Report”), and in other reports incorporated herein by reference.

Investors are cautioned that you are not buying shares of a China-based operating company but instead are buying shares of a BVI holding company with operations conducted by its subsidiaries.

Incorporated on May 13, 2015 under the laws of the British Virgin Islands (“BVI”), we primarily conduct our business through our subsidiary Zhejiang Zhengkang Industrial Co., Ltd. (“Zhejiang Zhengkang”). Our core business focuses on providing systematic solutions to construction projects that require sophisticated piping systems. Leveraging our experience in the industry, we offer urban planners and real estate developers sophisticated pipe and fitting products and engineering expertise, enabling them to bring communities reliable and durable gas and water transmission systems. Our products are primarily sold in China, but are also exported and distributed in Europe, Africa and Southeast Asia. Investors should be aware that they may never directly hold equity interests in the operating subsidiaries, but rather purchasing equity solely in ZK International, the ultimate BVI holding company.

Our corporate structure involves unique risks to investors. Because some of our business and operation are located in China, the PRC subsidiaries, Wenzhou Weijia Pipeline Development Co., Ltd., Wenzhou Zhengfeng Industry and Trade Co., Ltd., and Zhenjiang Zhengkang are subject to certain legal and operational risks associated with having some of our operations in China. The Chinese government has significant authority to exert influence on the ability of a China-based company to conduct its business, accept foreign investments or be listed on a U.S. or other foreign exchange. The PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. We believe that neither we nor our subsidiaries are currently required to obtain permission from any of the PRC authorities to operate and issue our ordinary shares to foreign investors, or required to obtain permission or approval from the China Securities Regulatory Commission (“CSRC”), Cyberspace Administration of China (“CAC”) or any other governmental agency. As of the date of this prospectus, we and our PRC subsidiary have not been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice, or sanction. Because these statements and regulatory actions are new, however, it is highly uncertain how soon legislative or administrative regulation making bodies in China will respond to them, or what existing or new laws or regulations will be modified or promulgated, if any, or the potential impact such modified or new laws and regulations will have on our daily business operations or our ability to accept foreign investments and list shares on a U.S. exchange. We may in the future be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting an offering, and these risks could result in a material adverse change in our operations and the value of our ordinary shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. Such risks may result in a material change in the operations of the PRC subsidiaries, significant depreciation of the value of our ordinary shares, or a complete hindrance of our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless.

Also as a result of our corporate structure, you may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management based on foreign laws.

ZK International may rely on dividends to be paid by its subsidiaries to fund its cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to the shareholders, to service any debt ZK International may incur and to pay the operating expenses. If any of the subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict our ability to pay dividends or make other distributions to us.

During the fiscal years ended September 30, 2023, 2024 and 2025, there has been no transfers, dividends, or distributions between ZK International, its subsidiaries, or to investors, ZK International’s subsidiaries have not distributed any earnings to ZK International. ZK International has not distributed any earnings to its shareholders. ZK International and its subsidiaries do not have any plan to distribute earnings or settle amounts owed in the foreseeable future. For the foreseeable future, ZK International and the subsidiaries intend to use the earnings for business operations. As a result, we do not expect to pay any cash dividends in the foreseeable future.

This prospectus may not be used to offer or sell our securities unless accompanied by a prospectus supplement. The information contained or incorporated in this prospectus or in any prospectus supplement is accurate only as of the date of this prospectus, or such prospectus supplement, as applicable, regardless of the time of delivery of this prospectus or any sale of our securities

The date of this prospectus is , 2026

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS		ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		iii
PROSPECTUS SUMMARY		1
ABOUT OUR COMPANY		1
RISK FACTORS		7
USE OF PROCEEDS		7
CAPITALIZATION AND INDEBTEDNESS		7
GENERAL DESCRIPTION OF THE SECURITIES WE MAY OFFER		7
DESCRIPTION OF SHARE CAPITAL		8
DESCRIPTION OF DEBT SECURITIES		11
DESCRIPTION OF WARRANTS		13
DESCRIPTION OF SUBSCRIPTION RIGHTS		14
DESCRIPTION OF UNITS		15
PLAN OF DISTRIBUTION		15
TAXATION		18
LEGAL MATTERS		18
EXPERTS		18
ENFORCEABILITY OF CIVIL LIABILITIES		18
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		19
INFORMATION INCORPORATED BY REFERENCE		19
WHERE YOU CAN FIND MORE INFORMATION		20
MATERIAL CHANGES		20

You should rely only on the information contained or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized any person to provide you with different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as information we have previously filed with the SEC and incorporated by reference, is accurate as of the date on the front of those documents only. Our business, financial condition, results of operations and prospects may have changed since those dates.

	●	“ordinary shares” are to our ordinary shares, no par value per share.

	●	“US$,” “U.S. dollars,” “dollars,” and “$” are to the legal currency of the United States.

Company	License/Permission/Approval	Issuing Authority	Validity
Wenzhou Weijia	Business License	Wenzhou Municipal Administration for Market Regulation	Until June 16, 2035
Wenzhou Zhengfeng	Business License	Wenzhou Municipal Administration for Market Regulation	Long-term
Zhenjiang Zhengkang	Business License	Wenzhou Municipal Administration for Market Regulation	Long-term
Zhenjiang Zhengkang	the registration receipts of stationary pollution source discharge	Ministry of Ecology and Environment of the People’s Republic of China	Until March 14, 2025
Hongyun	Business License	Wenzhou Municipal Administration for Market Regulation	Long-term
Suona	Business License	Wenzhou Municipal Administration for Market Regulation	Long-term

	●	the title of the debt securities;

	●	the price or prices (expressed as a percentage of the aggregate principal amount) at which we will sell the debt securities;

	●	any limit on the aggregate principal amount of the debt securities;

	●	the date or dates on which we will repay the principal on the debt securities and the right, if any, to extend the maturity of the debt securities;

	●	the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will be payable and any regular record date for any interest payment date;

	●	the place or places where the principal of, premium, and interest on the debt securities will be payable, and where the debt securities of the series that are convertible or exchangeable may be surrendered for conversion or exchange;

	●	any obligation or right we have to redeem the debt securities pursuant to any sinking fund or analogous provisions or at the option of holders of the debt securities or at our option, and the terms and conditions upon which we are obligated to or may redeem the debt securities;

	●	any obligation we have to repurchase the debt securities at the option of the holders of debt securities, the dates on which and the price or prices at which we will repurchase the debt securities and other detailed terms and provisions of these repurchase obligations;

	●	the denominations in which the debt securities will be issued;

	●	whether the debt securities will be issued in the form of certificated debt securities or global debt securities;

	●	the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;

	●	the currency of denomination of the debt securities;

	●	the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities will be made;

	●	if payments of principal of, premium or interest on, the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined;

	●	the manner in which the amounts of payment of principal of, premium or interest on, the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies other than that in which the debt securities are denominated or designated to be payable or by reference to a commodity, commodity index, stock exchange index or financial index;

	●	any provisions relating to any security provided for the debt securities;

	●	any addition to or change in the events of default described in the indenture with respect to the debt securities and any change in the acceleration provisions described in the indenture with respect to the debt securities;

	●	any addition to or change in the covenants described in the indenture with respect to the debt securities;

	●	whether the debt securities will be senior or subordinated and any applicable subordination provisions;

	●	a discussion of material income tax considerations applicable to the debt securities;

	●	any other terms of the debt securities, which may modify any provisions of the indenture as it applies to that series; and

	●	any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities.

	●	the title of the equity warrants;

	●	the initial offering price;

	●	the aggregate amount of equity warrants and the aggregate amount of equity securities purchasable upon exercise of the equity warrants;

	●	the currency or currency units in which the offering price, if any, and the exercise price are payable;

	●	if applicable, the designation and terms of the equity securities with which the equity warrants are issued, and the amount of equity warrants issued with each equity security;

	●	the date, if any, on and after which the equity warrants and the related equity security will be separately transferable;

	●	if applicable, the minimum or maximum amount of the equity warrants that may be exercised at any one time;

	●	the date on which the right to exercise the equity warrants will commence and the date on which the right will expire;

	●	if applicable, a discussion of United States federal income tax, accounting or other considerations applicable to the equity warrants;

	●	anti-dilution provisions of the equity warrants, if any;

	●	redemption or call provisions, if any, applicable to the equity warrants; and

	●	any additional terms of the equity warrants, including terms, procedures and limitations relating to the exchange and exercise of the equity warrants.

	●	the title of the debt warrants;

	●	the initial offering price;

	●	the title, aggregate principal amount and terms of the debt securities purchasable upon exercise of the debt warrants;

	●	the currency or currency units in which the offering price, if any, and the exercise price are payable;

	●	the title and terms of any related debt securities with which the debt warrants are issued and the amount of the debt warrants issued with each debt security;

	●	the date, if any, on and after which the debt warrants and the related debt securities will be separately transferable;

	●	the principal amount of debt securities purchasable upon exercise of each debt warrant and the price at which that principal amount of debt securities may be purchased upon exercise of each debt warrant;

	●	if applicable, the minimum or maximum amount of warrants that may be exercised at any one time;

	●	the date on which the right to exercise the debt warrants will commence and the date on which the right will expire;

	●	if applicable, a discussion of United States federal income tax, accounting or other considerations applicable to the debt warrants;

	●	whether the debt warrants represented by the debt warrant certificates will be issued in registered or bearer form, and, if registered, where they may be transferred and registered;

	●	anti-dilution provisions of the debt warrants, if any;

	●	redemption or call provisions, if any, applicable to the debt warrants; and

	●	any additional terms of the debt warrants, including terms, procedures and limitations relating to the exchange and exercise of the debt warrants.

	●	the price, if any, for the subscription rights;

	●	the exercise price payable for each ordinary share upon the exercise of the subscription rights;

	●	the number of subscription rights to be issued to each shareholder;

	●	the number and terms of the shares Ordinary Shares which may be purchased per each subscription right;

	●	the extent to which the subscription rights are transferable;

	●	any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights;

	●	the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire;

	●	the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities; and

	●	if applicable, the material terms of any standby underwriting or purchase arrangement which may be entered into by us in connection with the offering of subscription rights.

	●	the name or names of any underwriters, if any;

	●	the purchase price of the securities and the proceeds we will receive from the sale;

	●	any underwriting discounts and other items constituting underwriters’ compensation;

	●	any initial public offering price;

	●	any discounts or concessions allowed or reallowed or paid to dealers; and

	●	any securities exchange or market on which the securities may be listed.

	●	block transactions (which may involve crosses) and transactions on the Nasdaq Capital Market or any other organized market where the securities may be traded;

	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its own account pursuant to a prospectus supplement;

	●	ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;

	●	sales “at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise; and

	●	sales in other ways not involving market makers or established trading markets, including direct sales to purchasers.

	ZK INTERNATIONAL GROUP CO., LTD.

	/s/ Ruihong Ma
	Ruihong Ma
	Chief Executive Officer
	(Principal Executive Officer)

Name		Title

/s/ Ruihong Ma		Chief Executive Officer and Director
Ruihong Ma		(Principal Executive Officer)

/s/ Xiaofen Jin		Chief Financial Offer
Xiaofen Jin		(Principal Accounting Officer and Principal Financial Officer)

/s/ Ran An		Director
Ran An

/s/ Jiancong Huang		Director and Chairman of the Board
Jiancong Huang

/s/ Yannan Chuai		Director
Yannan Chuai

/s/ Tiesheng Zhang		Director
Tiesheng Zhang

	Cogency Global Inc.

	By:	/s/ Colleen A. De Vries
		Colleen A. De Vries
		Senior Vice-President on behalf of Cogency Global Inc.

Exhibit Number		Description of Exhibit
1.1*		Form of Underwriting Agreement
1.2		Amended and Restated Memorandum and Articles of Association of the Registrant Currently in Effect (incorporated herein by reference to Exhibit 1.1 of the Registrant’s annual report on Form 20-F, filed with the SEC on February 4, 2026).
2.1		Description of Ordinary Shares (incorporated by reference to Exhibit 2.6 of the Registrant’s annual report on Form 20-F, filed with the SEC on February 4, 2026).
4.1**		Form of Indenture
4.2*		Form of Debt Security
4.3*		Form of Ordinary Share Warrant Agreement and Warrant Certificate
4.4*		Form of Debt Securities Warrant Agreement and Warrant Certificate
4.5*		Form of Rights Agreement (including rights certificate)
4.6*		Form of Unit Agreement (including unit certificate)
5.1**		Opinion of Maples and Calder (Hong Kong) LLP
23.1**		Consent of Fortune CPA, Inc.
24.1+		Power of Attorney (contained on signature page)
107**		Filing Fees Table

Amendment: SEC Form F-3/A filed by ZK International Group Co. Ltd