Full Press Release Details
WORK Medical Technology
UNDERWRITING AGREEMENT
Univest Securities, LLC
75 Rockefeller Plaza, Suite 1838
As Representatives of the Underwriters
named on Schedule A hereto
Ladies and Gentlemen:
The undersigned, WORK Medical
Technology Group LTD, a Cayman Islands exempted company (collectively with its subsidiaries and Affiliates (as defined below), including,
without limitation, all entities disclosed or described in the Registration Statement (as defined below) as being subsidiaries or Affiliates
of the Company, the "Company"), hereby confirms its agreement (this "Agreement") with several underwriters
(such underwriters, including the Representative (as defined below), the "Underwriters" and each an "Underwriter")
named in Schedule A hereto for which Univest Securities, LLC is acting as the representative (in such capacity, the "Representative")
to issue and sell an aggregate of 10,000,000 units (each, an "Ordinary Unit" and collectively, the "Ordinary
Units"). Each Ordinary Unit consists of (i) one Class A ordinary share, par value $0.0005 per share, of the Company (each, an
"Class A Ordinary Share" and collectively, the "Class A Ordinary Shares"), (ii) one Series A
warrant to purchase one Class A Ordinary Share (each, a "Series A Warrant" and collectively, the "Series A
Warrants") and (iii) one Series B warrant to purchase one Class A Ordinary Share (each, a "Series B Warrant"
and collectively, the "Series B Warrants"). To the extent that the purchase of Ordinary Units would cause the beneficial
ownership of a purchaser in the Offering (as defined below), together with its affiliates, to exceed 4.99% (or, at the election of the
purchaser, 9.99%) of the Class A Ordinary Shares, the Company agrees to issue the Underwriter, for delivery to such purchasers, at the
election of the purchasers, a number of pre-funded units (the "Pre-Funded Units", together with the Ordinary Units,
the "Units") in lieu of the Ordinary Units. Each Pre-Funded Unit consists of (i) one pre-funded warrant to purchase
one Class A Ordinary Share (each, a "Pre-Funded Warrant" and collectively, the "Pre-Funded Warrants"),
(ii) one Series A Warrant and (iii) one Series B Warrant. The Pre-Funded Warrants, the Series A Warrants and the Series B Warrants are
collectively referred to as the "Warrants." The Ordinary Units and Pre-Funded Units purchased pursuant to this Agreement
are herein collectively referred to as the "Offered Securities." The offering and sale of the Offered Securities contemplated
by this Agreement is referred to herein as the "Offering."
The Company confirms its agreement
with the Underwriters as follows:
SECTION 1. Representations
and Warranties of the Company.
The Company represents and
warrants to the Underwriters as follows with the understanding that the same may be relied upon by the Underwriters in this Offering,
as of the date hereof and as of the Closing Date (as defined below):
of the Registration Statement. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the "Commission")
a registration statement on Form F-1 (File No. 333-284006), which contains a form of prospectus to be used in connection with the public
offering and sale of the Offered Securities. Such registration statement, as amended, including the financial statements, exhibits and
schedules thereto contained in the registration statement at the time such registration statement became effective, in the form in which
it was declared effective by the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations promulgated thereunder (the "Securities Act Regulations"), and including any required information
deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, or pursuant to the Securities
Exchange Act of 1934, as amended (collectively, the "Exchange Act") and the rules and regulations promulgated thereunder
(the "Exchange Act Regulations"), is called the "Registration Statement." Any registration statement
filed by the Company pursuant to Rule 462(b) under the Securities Act is called the "Rule 462(b) Registration Statement,"
and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term "Registration Statement"
shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first filed pursuant to Rule 424(b) under the Securities
Act after the date and time that this Agreement is executed and delivered by the parties hereto, or, if no filing pursuant to Rule 424(b)
under the Securities Act is required, the form of final prospectus relating to the Offered Securities included in the Registration Statement
at the effective date of the Registration Statement ("Effective Date"), is called the "Prospectus."
All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, the preliminary prospectus included
in the Registration Statement (each, a "preliminary prospectus"), the Prospectus, or any amendments or supplements
to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis
and Retrieval System ("EDGAR"). The preliminary prospectus that was included in the Registration Statement immediately
prior to the Applicable Time (as defined below) is hereinafter called the "Pricing Prospectus." Any reference to the
"most recent preliminary prospectus" shall be deemed to refer to the latest preliminary prospectus included in the Registration
Statement. Any reference herein to any preliminary prospectus or the Prospectus or any supplement or amendment to either thereof shall
be deemed to refer to and include any documents incorporated by reference therein as of the date of such reference.
Time" means 4:30 p.m., Eastern Time, on the date of this Agreement.
with Registration Requirements. The Registration Statement has been declared effective by the Commission under the Securities
Act and the Securities Act Regulations on May 20, 2025. The Company has complied, to the Commission's satisfaction, with all requests
of the Commission for additional or supplemental information. No stop order preventing or suspending the effectiveness of the Registration
Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending
or, to the best knowledge of the Company, are contemplated or threatened by the Commission.
prospectus and the Prospectus, when filed, complied or will comply in all material respects with the Securities Act and the Securities
Act Regulations and, if filed by electronic transmission pursuant to EDGAR (except as may be permitted by Regulation S-T under the Securities
Act), was identical in content to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the
Offered Securities, other than with respect to any artwork and graphics that were not filed. Each of the Registration Statement, any Rule
462(b) Registration Statement, and any post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement,
at the time it became effective and at all subsequent times until the expiration of the prospectus delivery period required under Section
4(a)(3) of the Securities Act, complied and will comply in all material respects with the Securities Act and the Securities Act Regulations
and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading. The Prospectus, as amended or supplemented, as of its date and at all subsequent
times until the Underwriters have completed the placement of the offering of the Offered Securities, did not and will not contain any
untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The representations and warranties set forth in the two immediately preceding
sentences do not apply to statements in or omissions from the Registration Statement or any Rule 462(b) Registration Statement, or any
post-effective amendment to either the Registration Statement or the Rule 462(b) Registration Statement, or in the Pricing Prospectus
or the Prospectus, or any amendment or supplement thereto, made in reliance upon and in conformity with information relating to the Underwriters
furnished to the Company in writing expressly for use therein, it being understood and agreed that the only such information furnished
on behalf of any of the Underwriters consists of (i) the name of the Underwriters contained on the cover page of the Pricing Prospectus
and Prospectus and (ii) the sub-sections titled "Underwriting Discounts and Expenses," "Tail Financing," "Right
of First Refusal," "Lock-Up Agreements," "Indemnification," "Pricing of the Offering," "Electronic
Offer, Sale, and Distribution of Class A Ordinary Shares," "Price Stabilization, Short Positions and Penalty Bids,"
"Passive Market Making," "Potential Conflicts of Interest," "Other Relationships," "Stamp Taxes,"
and "Selling Restrictions" in each case under the caption "Underwriting" in the Prospectus (the "Underwriter
Information"). There are no contracts or other documents required to be described in the Pricing Prospectus or the Prospectus
or to be filed as exhibits to the Registration Statement that have not been fairly and accurately described in all material respects or
Package. The term "Disclosure Package" shall mean (i) the Prospectus, including the Pricing Prospectus,
as amended or supplemented, (ii) each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an "Issuer
Free Writing Prospectus"), if any, identified in Schedule B hereto, (iii) the pricing terms set forth in Schedule
C to this Agreement, and (iv) any other free writing prospectus that the parties hereto shall hereafter expressly agree in writing
to treat as part of the Disclosure Package. As of the Applicable Time, the Disclosure Package did not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package
based upon and in conformity with the Underwriter Information.
Not Ineligible Issuer. (i) At the time of filing the Registration Statement and (ii) as of the date of the execution and delivery
of this Agreement, the Company was not and is not an Ineligible Issuer (as defined in Rule 405 under the Securities Act), without taking
account any determination by the Commission pursuant to Rule 405 under the Securities Act that it is not necessary that the Company be
considered an Ineligible Issuer.