VisionSys AI Inc Announces 1-For-50 Reverse Share Split

Rhea-AI Summary

VisionSys AI (NASDAQ: VSA) announced a 1-for-50 reverse share split of its ordinary shares and ADSs, effective at the open of Nasdaq on December 22, 2025. The company will raise the par value to $0.001 per ordinary share and keep each ADS representing 250 underlying Class A shares while proportionally reducing ADS outstanding.

Outstanding ordinary shares will drop from 27,717,786,500 to ~554,355,730. ADSs will trade under VSA with new CUSIP 876108309. Fractional ADSs will be aggregated and sold with net cash distributed to holders.

Positive

• Outstanding shares reduced ~50× from 27,717,786,500 to ~554,355,730
• ADS ratio preserved: each ADS continues to represent 250 Class A shares
• Effective date set: December 22, 2025 for Nasdaq trading on adjusted basis

Negative

• Reverse split may not maintain post-split share price above pre-split levels
• No fractional ADS issuance; fractional entitlements sold, net cash distributed

Key Figures

Reverse split ratio 1-for-50 Ordinary shares and ADSs reverse share split

Old par value $0.00002 per share Ordinary Shares prior to reverse split

New par value $0.001 per share Ordinary Shares after reverse split

ADS share ratio 250 Class A shares per ADS ADS-to-share representation unchanged post split

Total shares pre-split 27,717,786,500 shares Total Ordinary Shares before reverse share split

Total shares post-split approximately 554,355,730 shares Total Ordinary Shares after reverse share split

Class A pre-split 27,357,483,550 shares Class A Ordinary Shares before reverse share split

Class A post-split approximately 547,149,671 shares Class A Ordinary Shares after reverse share split

Market Reality Check

$3.19 Last Close

Volume Volume 1,983,940 is far below the 18,413,814 20-day average (relative volume 0.11x). low

Technical Price $0.0952 is far below the $1.42 200-day MA and 97.76% under the 52-week high.

Peers on Argus 2 Up

VSA traded down 5.84% pre‑announcement, while education peers SKIL and STG appeared in momentum scanners with gains above 12% and no news, indicating stock‑specific pressures rather than a sector‑wide move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 12	Registered direct offering	Negative	-77.7%	Dilutive $12M ADS and warrant financing with sizeable price resets.
Oct 10	Senior advisor hire	Positive	+5.0%	Appointment to drive digital currency treasury and blockchain strategy.
Oct 01	Crypto treasury launch	Positive	-7.3%	$2B Solana‑based treasury and $500M SOL staking initiative.
Sep 30	CSO appointment	Positive	+5.2%	New chief strategy officer with DeFi and Solana experience.
Sep 15	Corporate rebranding	Neutral	-37.7%	Name change to VisionSys AI to reflect AI focus and new branding.

Pattern Detected

Capital markets actions and structural changes have often coincided with sharp negative moves, while management/strategy appointments have seen more supportive reactions.

Recent Company History

Over the past six months, VisionSys AI has undergone significant strategic and capital structure shifts. A $2 billion Solana treasury initiative and subsequent leadership appointments around blockchain and strategy drew mixed market reactions. The name change to VisionSys AI on September 19, 2025 and an October private placement were followed by notable drawdowns. A $12.0 million registered direct offering in November saw a steep -77.69% move. Today’s 1‑for‑50 reverse split follows this dilution and consolidation cycle as the stock trades far below its 52‑week high.

Market Pulse Summary

The stock dropped -26.4% in the session following this news. A negative reaction despite the mechanical nature of the 1‑for‑50 reverse split would fit a pattern where capital structure changes and financings, such as the recent $12.0 million registered direct offering, preceded sharp sell‑offs. The stock already traded roughly 97.76% below its 52‑week high with low relative volume of 0.11x. Such conditions could amplify downside if holders focus on past dilution and governance turnover rather than the purely proportional nature of the split.

Key Terms

american depositary shares financial

"VisionSys AI Inc (NASDAQ: VSA), today announced that it will effect a reverse share split of its outstanding ordinary shares... and its American Depositary Shares (the “ADSs”)"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

ads financial

"The Company’s ADSs will begin trading on a reverse share split-adjusted basis at the opening of The Nasdaq Capital Market"

Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.

nasdaq capital market financial

"The Company’s ADSs will begin trading on a reverse share split-adjusted basis at the opening of The Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

cusip number financial

"The ADSs will continue to trade on Nasdaq under the symbol “VSA” with the new CUSIP number, 876108309."

A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.

direct registration system financial

"Holders of uncertificated ADSs in the Direct Registration System and in The Depository Trust Company will have their ADSs automatically exchanged"

A direct registration system allows investors to register their ownership of securities directly with the issuing company or its transfer agent, rather than holding shares through a broker or intermediary. This setup gives investors more control over their holdings and simplifies the process of buying or selling shares. It is important because it can reduce costs, increase transparency, and provide a clearer record of ownership.

the depository trust company financial

"Holders of uncertificated ADSs in the Direct Registration System and in The Depository Trust Company will have their ADSs automatically exchanged"

The Depository Trust Company is a large organization that safely manages and keeps electronic records of ownership for stocks, bonds, and other securities. It acts like a digital warehouse, making it easier and faster for investors to buy, sell, and transfer investments without needing physical paper certificates. This helps ensure transactions are secure, accurate, and completed smoothly.

exchange agent financial

"Conyers Trust Company (Cayman) Limited is acting as the exchange agent and paying agent for the reverse share split."

An exchange agent is a third party appointed to handle the practical steps when securities are being swapped, such as during mergers, tender offers, or restructurings. Think of it as a trusted post office that collects old shares, verifies ownership, completes required paperwork and regulatory filings, and delivers the new shares or cash to investors; its efficiency and accuracy affect how quickly and safely investors receive the value they're owed.

reverse share split financial

"announced that it will effect a reverse share split of its outstanding ordinary shares"

A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.

AI-generated analysis. Not financial advice.

New York, NY, Dec. 18, 2025 (GLOBE NEWSWIRE) -- VisionSys AI Inc (NASDAQ: VSA), today announced that it will effect a reverse share split of its outstanding ordinary shares, par value $0.00002 per share (the “Ordinary Shares”), and its American Depositary Shares (the “ADSs”), at a ratio of 1-for-50, to be effective on Nasdaq at the open of business on Monday, December 22, 2025.

The Company’s ADSs will begin trading on a reverse share split-adjusted basis at the opening of The Nasdaq Capital Market (“Nasdaq”) on Monday, December 22, 2025 (the “Effective Date”). Following the reverse share split, the Ordinary Shares will have a new par value of $0.001 per share. The Company has instructed the ADS depositary bank not to change the current ratio of ADSs to Class A Ordinary Shares. Instead, each ADS will continue to represent 250 underlying Class A Ordinary Shares, but the total number of ADSs outstanding will be reduced proportionately (the “ADS Reverse Split”). On the Effective Date, ADS holders of record in certified form will be required on a mandatory basis to surrender their ADSs to the depositary bank for the Company’s ADS program, Citibank, N.A. (the “Depositary Bank”), for cancellation and will receive one (1) new ADS in exchange for every fifty (50) existing ADSs then held in connection with the ADS Reverse Split. Holders of uncertificated ADSs in the Direct Registration System and in The Depository Trust Company will have their ADSs automatically exchanged and need not take any action. The exchange of every fifty (50) then-held (existing) ADSs for one (1) new ADS will occur automatically, at the Effective Date, with the then-held ADSs being cancelled and new ADSs being issued by the Depositary Bank. Accordingly, the per-ADS market value is expected to increase proportionately, such that the aggregate economic interest of each ADS holder in the Company will remain unchanged. The ADSs will continue to trade on Nasdaq under the symbol “VSA” with the new CUSIP number, 876108309. The ADS Reverse Split is expected to lead the Company’s ADSs to trade at approximately 50 times the price per share at which it trades prior to the effectiveness of the ADS Reverse Split. The Company, however, cannot assure that the price of its ADSs after the reverse split will reflect the 1-for-50 reverse split ratio, that the price per share following the effective time of the reverse split will be maintained for any period of time, or that the price will remain above the pre-split trading price. 

No fractional shares will be issued in connection with the reverse share split and all such fractional interests will be rounded up to the nearest whole number of Class A Ordinary Shares. No new fractional ADSs will be issued in connection with the ADS Reverse Split. Instead, fractional entitlements to new ADSs will be aggregated and sold by the Depositary Bank and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the Depositary Bank.

The reverse share split will reduce the number of issued and outstanding shares of the Company’s Ordinary Shares from 27,717,786,500 to approximately 554,355,730, including Class A Ordinary Shares from 27,357,483,550 to approximately 547,149,671, Class B Ordinary Shares from 360,302,950 to approximately 7,206,059.

On December 12, 2025, the board of directors of the Company determined to effect the reverse share split of the Class A Ordinary Shares and the ADS Reverse Split, at a ratio of 1-for-50.

Conyers Trust Company (Cayman) Limited is acting as the exchange agent and paying agent for the reverse share split. Shareholders holding their shares in book-entry form or in brokerage accounts need not take any action in connection with the reverse share split.

Conyers Trust Company (Cayman) Limited will provide instructions to any shareholders with certificates regarding the process in connection with the exchange of pre-reverse share split share certificates for ownership in book-entry form or share certificates on a post-reverse share split basis. Shareholders are encouraged to contact their bank, broker or custodian with any procedural questions.

About VisionSys AI Inc.

VisionSys AI Inc. (NASDAQ: VSA) is an emerging technology services company, specializing in brain-machine interaction businesses leveraging core algorithms and related software and hardware systems. The Company is dedicated to advancing AI-powered healthcare and biotech solutions that transform industries. Its mission is to empower individuals and organizations through intelligent systems, bridging innovation with real-world impact to create a smarter, more connected future.

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future,"   "intends,"   "plans,"   "believes,"   "estimates,"   "confident,"   and similar statements. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. All statements in this release other than statements of historical fact are forward-looking statements, including statements regarding the Company's execution of its Solana reserve strategy, the anticipated benefits of its Partnership with Marinade, and the potential opportunities such initiatives may create for the Company and its shareholders. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company's ability to successfully execute its Solana reserve strategy; volatility in the market price of SOL and other digital assets; changes in the regulatory or legal environment; competitive pressures; and general market, economic, and business conditions. Further information regarding these and other risks is included in the Company's filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Investor Relations Contact:

Matthew Abenante, IRC
President
Strategic Investor Relations, LLC
Tel: 347-947-2093
Email: matthew@strategic-ir.com

FAQ

What is the effective date of VisionSys AI's 1-for-50 reverse split (VSA)?

The reverse split is effective at the open of Nasdaq on December 22, 2025.

How will VisionSys AI's outstanding shares change after the VSA reverse split?

Total ordinary shares will fall from 27,717,786,500 to approximately 554,355,730.

Will VisionSys AI ADSs keep the same ADS-to-share ratio after the VSA reverse split?

Yes. Each ADS will continue to represent 250 underlying Class A ordinary shares.

Do VSA shareholders need to take action for the reverse split if shares are in brokerage accounts?

No action is required for shareholders holding shares in book-entry form or brokerage accounts.

How will fractional ADS entitlements be handled after the VSA reverse split?

Fractional ADS entitlements will be aggregated and sold by the depositary bank; net cash proceeds distributed to holders after fees.

What new CUSIP will VisionSys AI ADSs trade under after the reverse split?

The ADSs will trade under the new CUSIP 876108309.