Axonex AI authorizes unlimited shares in both classes

The revised articles replace the 112,000,000-share ceiling with unlimited authorization for both ordinary-share classes.

Available on EDGAR 11/05/2026 - 08:30 AM EST Accepted by SEC EDGAR 11/05/2026 - 08:30 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Axonex AI Group Ltd (AXNX) changed its maximum authorized share count from 112,000,000 shares—100,800,000 Class A ordinary shares and 11,200,000 Class B ordinary shares—to an unlimited number of each class. The board approved the change on November 3, 2026, and the amended memorandum and articles of association became effective on November 4, 2026.

Key Figures

Maximum authorized shares before amendment: 112,000,000 shares Class A ordinary shares: 100,800,000 shares Class B ordinary shares: 11,200,000 shares

3 metrics

Maximum authorized shares before amendment 112,000,000 shares Before the change

Class A ordinary shares 100,800,000 shares Authorized before the change

Class B ordinary shares 11,200,000 shares Authorized before the change

Key Terms

maximum number of shares the Company is authorized to issue, Class A ordinary shares, Class B ordinary shares, memorandum and articles of association

4 terms

maximum number of shares the Company is authorized to issue regulatory

"change of the maximum number of shares the Company is authorized to issue"

Class A ordinary shares technical

"100,800,000 Class A ordinary shares"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Class B ordinary shares technical

"11,200,000 Class B ordinary shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

memorandum and articles of association regulatory

"sixth amended and restated memorandum and articles of association"

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares is AXNX authorized to issue after the amendment?

AXNX is authorized to issue an unlimited number of Class A ordinary shares and an unlimited number of Class B ordinary shares. Before the change, the maximum was 112,000,000 shares, divided into 100,800,000 Class A ordinary shares and 11,200,000 Class B ordinary shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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 November 2026

Commission File Number: 001-42462

Axonex AI Group Limited

Unit 506-8, 5/F, Laford Centre

838 Lai Chi Kok Road

Lai Chi Kok, Kowloon, Hong Kong

(Address of principal executive office)

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

Form 20-F ☒       Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Change of Authorized Shares 

On November 3, 2026, the Board of Directors of Axonex AI Group Limited, a British Virgin Islands business company (the “Company”), approved, by unanimous written resolutions of directors, a change of the maximum number of shares the Company is authorized to issue. The maximum changes from 112,000,000 shares of no par value, divided into 100,800,000 Class A ordinary shares and 11,200,000 Class B ordinary shares, to an unlimited number of shares of no par value, divided into an unlimited number of Class A ordinary shares and an unlimited number of Class B ordinary shares. The board also adopted a sixth amended and restated memorandum and articles of association of the Company reflecting only this change (the “Sixth Amended M&A”). The Sixth Amended M&A was filed with the Registrar of Corporate Affairs of the British Virgin Islands and became effective on November 4, 2026. A copy of the Sixth Amended M&A is attached hereto as Exhibit 3.1. 

This Report is incorporated by reference into the Company’s registration statement on Form F-3, as amended, filed with the Securities and Exchange Commission on May 19, 2026 (File No. 333-296027) and shall be deemed to be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.  

1

Exhibit Index

Exhibit Number		Description of Exhibit
3.1		Sixth Amended and Restated Memorandum and Articles of Association

2

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.

Date: November 5, 2026	Axonex AI Group Limited
	By:	/s/ Hoi Lung Chan
	Name:	Hoi Lung Chan
	Title:	Chief Executive Officer and Chairman of the Board

3

Filing Exhibits & Attachments

1 document

Other Documents

• EX-3.1 SIXTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION 231.9 KB