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AIOS Tech (Nasdaq: AIOS) enacts 20-for-1 reverse split and boosts share capacity

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Form Type
6-K

Rhea-AI Filing Summary

AIOS Tech Inc. is implementing a 20-for-1 share consolidation to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its Nasdaq Capital Market listing. The marketplace effective date is April 27, 2026, when Class A common shares will begin trading on a split-adjusted basis under the symbol AIOS with new CUSIP G6593L130.

Each 20 common shares will automatically combine into one share, with no fractional shares issued; any fraction will be rounded up to one whole share. After the consolidation, issued and outstanding Class A common shares will be reduced from 64,985,096 of par value US$0.01 each to approximately 3,249,255 of par value US$0.2 each, subject to rounding. At the same time, authorized share capital will increase from US$100,000,000 to US$2,000,000,000, divided into 9,600,000,000 Class A and 400,000,000 Class B common shares, each with par value US$0.2.

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Insights

AIOS combines a large reverse split with a major boost in authorized shares.

AIOS Tech is enacting a 20-for-1 share consolidation effective April 27, 2026, aiming to lift its per-share trading price and regain compliance with Nasdaq Marketplace Rule 5550(a)(2). Outstanding Class A common shares will fall from 64,985,096 to approximately 3,249,255, a mechanical change that does not alter total equity value by itself.

Concurrently, the company will raise authorized share capital from US$100,000,000 to US$2,000,000,000, creating capacity for up to 9,600,000,000 Class A and 400,000,000 Class B shares at par value US$0.2. This significantly expands potential future issuance, though no specific capital-raising transactions are described here. Actual impact will depend on how, and if, the company uses this expanded authorization.

Share consolidation ratio 20-for-1 Board-approved share consolidation effective April 27, 2026
Outstanding Class A shares before 64,985,096 shares Issued and outstanding Class A, par US$0.01 each, pre-consolidation
Outstanding Class A shares after ≈3,249,255 shares Issued and outstanding Class A, par US$0.2 each, post-consolidation
Authorized capital before US$100,000,000 Authorized share capital immediately before increase
Authorized capital after US$2,000,000,000 Authorized share capital immediately after increase
Authorized Class A shares post-increase 9,600,000,000 shares Class A common shares, par value US$0.2 each
Effective trading date April 27, 2026 Date shares trade on a split-adjusted basis on Nasdaq
New CUSIP G6593L130 CUSIP for Class A shares after consolidation
share consolidation financial
"approved on March 26, 2026, a 20-for-1 share consolidation"
Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.
authorized share capital financial
"increase its authorized share capital from US$100,000,000"
The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.
Nasdaq Marketplace Rule 5550(a)(2) regulatory
"objective of the Share Consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2)"
Nasdaq Marketplace Rule 5550(a)(2) sets a minimum share price requirement for companies listed on the Nasdaq Capital Market, typically requiring that a company’s common stock maintain a closing bid of at least $1.00 per share. It matters to investors because failure to meet this threshold can trigger a delisting review, which is similar to failing a safety inspection: the stock may be removed from the exchange or force corporate actions (like a reverse split) that change liquidity, visibility, and how easy it is to buy or sell the shares.
par value financial
"Class A Common Shares of a nominal or par value of US$0.2 each"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
forward-looking statements regulatory
"This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
strategic transformation plan financial
"Following its recently approved strategic transformation plan, AIOS Tech Inc. is repositioning itself"

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of April 2026

 

Commission File Number: 001-37829

 

AIOS Tech Inc.

(Registrant’s name)

 

Room 407, Tower 2, Harbour Centre

8 Hok Cheung Street, Hunghom, Kowloon

Hong Kong

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

 

Form 20-F ☒        Form 40-F

 

 

 

 

 

EXPLANATORY NOTE

 

AIOS Tech Inc., a British Virgin Islands company limited by shares, hereby furnishes its press release titled “AIOS Tech Inc. Announces 20-for-1 Share Consolidation and Increase of Authorized Share Capital” that was published on April 21, 2026.

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release dated April 21, 2026 - AIOS Tech Inc. Announces 20-for-1 Share Consolidation and Increase of Authorized Share Capital.

 

1

 

 

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.

 

  AIOS Tech Inc.
     
Date: April 21, 2026 By: /s/ Guo Li
  Name: Guo Li
  Title: Co-Chief Executive Officer

 

2

 

Exhibit 99.1

 

AIOS Tech Inc. Announces 20-for-1 Share Consolidation and Increase of Authorized Share Capital

 

Hong Kong, April 21, 2026 – AIOS Tech Inc. (Nasdaq: AIOS) (the “Company”) today announced that its board of directors approved on March 26, 2026, a 20-for-1 share consolidation (the “Share Consolidation”) of the Company’s authorized, issued, and outstanding common shares, with the marketplace effective date of April 27, 2026. Immediately upon the effectiveness of the Share Consolidation, the Company will increase its authorized share capital from US$100,000,000 divided into 480,000,000 Class A Common Shares of a nominal or par value of US$0.2 each and 20,000,000 Class B Common Shares of a nominal or par value of US$0.2 each, to US$2,000,000,000 divided into 9,600,000,000 Class A Common Shares of a nominal or par value of US$0.2 each and 400,000,000 Class B Common Shares of a nominal or par value of US$0.2 each.

 

The objective of the Share Consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on Nasdaq.

 

Beginning with the opening of trading on April 27, 2026, the Company’s Class A Common Shares will trade on the Nasdaq Capital Market on a split-adjusted basis, under the same symbol “AIOS” but under a new CUSIP number, G6593L130.

 

As a result of the Share Consolidation, each 20 common shares outstanding will automatically combine and convert to one issued and outstanding common shares without any action on the part of the shareholders. No fractional shares will be issued to any shareholders in connection with the Share Consolidation, and each shareholder will be entitled to receive one share of the Company in lieu of the fractional share of that class that would have resulted from the Share Consolidation.

 

At the time the Share Consolidation is effective, the Share Consolidation shall have the effect of reducing the number of: (i) authorized Class A Common Shares from 9,600,000,000 Class A Common Shares of a nominal or par value of US$0.01 each to 480,000,000 Class A Common Shares of a nominal or par value of US$0.2 each; (ii) authorized Class B Common Shares from 400,000,000 Class B Common Shares of a nominal or par value of US$0.01 each to 20,000,000 Class B Common Shares of a nominal or par value of US$0.2 each; (iii) issued and outstanding Class A Common Shares from 64,985,096 Class A Common Shares of a nominal or par value of US$0.01 each to approximately 3,249,255 Class A Common Shares of a nominal or par value of US$0.2 each, subject to the rounding as a result of the treatment of fractional shares; and (iv) issued and outstanding Class B Common Shares from 0 Class B Common Shares of a nominal or par value of US$0.01 each to 0 Class B Common Shares of a nominal or par value of US$0.2 each, subject to the rounding as a result of the treatment of fractional shares.

 

Immediately upon the effectiveness of the Share Consolidation, the authorized share capital will be increased from US$100,000,000 divided into 480,000,000 Class A Common Shares of a nominal or par value of US$0.2 each and 20,000,000 Class B Common Shares of a nominal or par value of US$0.2 each, to US$2,000,000,000 divided into 9,600,000,000 Class A Common Shares of a nominal or par value of US$0.2 each and 400,000,000 Class B Common Shares of a nominal or par value of US$0.2 each.

 

About AIOS Tech Inc.

 

Following its recently approved strategic transformation plan, AIOS Tech Inc. is repositioning itself as a leading provider of artificial intelligence and technology-driven professional services. AIOS Tech Inc. is focused on delivering innovative information technology solutions, advanced data services, and artificial intelligence-powered offerings to a diverse commercial client base. Its core businesses include digital transformation services, tailored IT solutions for the financial sector, enterprise data solutions, and the development of AI platforms and infrastructure to drive efficiency and growth for clients across multiple industries.

 

Forward-Looking Statements

 

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to the implementation of the strategic transformation; the Company’s ability to successfully execute its exit from legacy business lines in a timely and cost-effective manner; the Company’s ability to develop its new business lines and achieve market acceptance for its new services; the impact of the transition on its financial performance, including potential for decreased revenue and sustained losses; the costs associated with developing new technologies and services; competition in the IT services and data solutions markets; the Company’s ability to attract and retain qualified personnel; and other risks contained in reports filed by the Company with the Securities and Exchange Commission. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this report. Additional factors are discussed in the Company’s filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof, except as may be required by law.

 

For investor and media inquiries, please contact:

 

AIOS Tech Inc.

 

Investor Relations
Email: ir@nisngroup.com

 

 

FAQ

What share consolidation did AIOS (AIOS) approve and when is it effective?

AIOS approved a 20-for-1 share consolidation, combining every 20 common shares into one. It becomes effective for trading on April 27, 2026, when the company’s Class A shares begin trading on a split-adjusted basis on the Nasdaq Capital Market.

Why is AIOS (AIOS) implementing a 20-for-1 share consolidation?

AIOS is consolidating its shares to help regain compliance with Nasdaq Marketplace Rule 5550(a)(2). This rule sets minimum bid price requirements for continued listing, and the higher post-consolidation share price is intended to support maintaining the company’s Nasdaq listing.

How will AIOS’s outstanding Class A shares change after the consolidation?

After the 20-for-1 consolidation, AIOS’s issued and outstanding Class A common shares will be reduced from 64,985,096 shares of par value US$0.01 each to approximately 3,249,255 shares of par value US$0.2 each, subject to rounding due to the treatment of fractional shares.

What happens to fractional AIOS (AIOS) shares in the consolidation?

AIOS will not issue fractional shares in the consolidation. Instead, each shareholder will be entitled to receive one share in place of any fractional share that would otherwise result, ensuring all investors hold whole numbers of shares after the adjustment.

How is AIOS (AIOS) changing its authorized share capital?

Immediately upon effectiveness of the consolidation, authorized share capital will increase from US$100,000,000 to US$2,000,000,000, divided into 9,600,000,000 Class A and 400,000,000 Class B common shares, each with a nominal or par value of US$0.2 per share.

Will AIOS (AIOS) remain listed under the same ticker after the consolidation?

Yes. Following the consolidation, AIOS’s Class A common shares will continue trading on the Nasdaq Capital Market under the symbol AIOS. However, they will trade on a split-adjusted basis and carry a new CUSIP number, G6593L130, starting April 27, 2026.

Filing Exhibits & Attachments

1 document