Park Ha Biological plans 1-for-8 reverse split

Park Ha Biological Technology Co., Ltd. expects to implement a 1-for-8 reverse stock split of its Class A and Class B ordinary shares.

Rhea-AI Filing Summary

Park Ha Biological Technology Co., Ltd. expects to implement a 1-for-8 reverse stock split of its Class A and Class B ordinary shares. Subject to Nasdaq Operations notice requirements, the split is expected to take effect on August 6, 2026, with trading beginning on a split-adjusted basis that day. Issued and outstanding ordinary shares will be consolidated from 18,764,216 to 2,345,527. The pre-split figure reflects 10,000,000 Class A shares issued in an August 3, 2026 private placement and 2,400,000 Class A shares issued under the 2026 Share Incentive Plan, and excludes up to 2,000,000 Class A shares issuable upon cashless warrant exercise.

No fractional shares will be issued; any fractional entitlement will be rounded up so each affected holder receives one whole post-split ordinary share. Authorized share capital will remain US$300,000,000.00 but will change from 300,000,000,000 ordinary shares at US$0.001 par value to 37,500,000,000 shares at US$0.008 par value. Class A ordinary shares will continue to trade on the Nasdaq Capital Market under “BYAH” with a new CUSIP, and no other material changes to the terms of the securities are anticipated.

Filing Explained

Corporate approvals and amended articles are complete; implementation still awaits Nasdaq notice requirements.

Park Ha Biological Technology Co., Ltd. reports that shareholders and the board approved the reverse stock split on July 13, 2026, and that amended articles reflecting the resulting share-capital changes were filed with the Cayman Islands Registry on July 16, 2026.

A reverse stock split consolidates shares and proportionally raises the per-share price without changing company value by the split itself; the filing places this approved and documented transaction before implementation, which remains subject to Nasdaq Operations notice requirements.

Key Figures

Reverse stock split ratio: 1-for-8 Pre-split shares outstanding: 18,764,216 ordinary shares Post-split shares outstanding: 2,345,527 ordinary shares +5 more

8 metrics

Reverse stock split ratio 1-for-8 Ratio for consolidation of Class A and Class B ordinary shares

Pre-split shares outstanding 18,764,216 ordinary shares Issued and outstanding ordinary shares immediately prior to effectiveness

Post-split shares outstanding 2,345,527 ordinary shares Expected issued and outstanding ordinary shares after the reverse split

Effective date August 6, 2026 Expected effective date of the reverse stock split, subject to Nasdaq notice requirements

Authorized share capital US$300,000,000.00 Total authorized share capital before and after the reverse stock split

Authorized shares pre-split 300,000,000,000 ordinary shares Authorized ordinary shares at US$0.001 par value each before recapitalization

Authorized shares post-split 37,500,000,000 shares Authorized shares at US$0.008 par value each after recapitalization

Private placement shares 10,000,000 Class A ordinary shares Shares issued in a private placement that closed on August 3, 2026

Key Terms

reverse stock split, cashless exercise, authorized share capital, Amended and Restated Memorandum and Articles of Association, +2 more

6 terms

reverse stock split financial

"expects to implement a reverse stock split of its Class A and Class B ordinary shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

cashless exercise financial

"up to 2,000,000 additional Class A ordinary shares issuable upon the cashless exercise of warrants"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

authorized share capital financial

"the Company’s authorized share capital will be adjusted from US$300,000,000.00 divided into 300,000,000,000 ordinary shares"

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.

Amended and Restated Memorandum and Articles of Association regulatory

"filed an Amended and Restated Memorandum and Articles of Association with the Registry of Companies"

A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.

foreign private issuer regulatory

"Report of Foreign Private Issuer pursuant to Rule 13a-16 or 15d-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Nasdaq Capital Market market

"Class A ordinary shares will continue to trade on The Nasdaq Capital Market under the existing trade symbol"

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.

FAQ

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

What reverse stock split is Park Ha Biological (BYAH) implementing and when will it take effect?

Park Ha Biological plans a 1-for-8 reverse stock split of its Class A and Class B ordinary shares, expected to be effective on August 6, 2026. Trading in Class A ordinary shares will begin on a split-adjusted basis at the market open that day, subject to Nasdaq notice.

How will Park Ha Biological (BYAH) shares outstanding change after the reverse split?

Outstanding ordinary shares will be consolidated from 18,764,216 to an expected 2,345,527 after the 1-for-8 reverse stock split. The pre-split total includes 10,000,000 Class A shares from a private placement and 2,400,000 Class A shares issued under the 2026 Share Incentive Plan.

How are fractional shares treated in Park Ha Biological (BYAH) reverse stock split?

No fractional shares will be issued in the reverse split. Any shareholder otherwise entitled to a fractional share will have it rounded up and receive one whole post-split ordinary share instead, ensuring every affected holder receives at least one full share.

How is Park Ha Biological (BYAH) authorized share capital changing with the reverse split?

Total authorized capital remains US$300,000,000.00, but the structure changes from 300,000,000,000 ordinary shares at US$0.001 par value to 37,500,000,000 shares at US$0.008 par value, split into 30,000,000,000 Class A and 7,500,000,000 Class B shares.

What recent issuances are included in Park Ha Biological (BYAH) pre-split share count?

The pre-split total of 18,764,216 ordinary shares includes 10,000,000 Class A shares issued in a private placement that closed on August 3, 2026 and 2,400,000 Class A shares issued under the 2026 Share Incentive Plan, but excludes up to 2,000,000 warrant shares.

Will Park Ha Biological (BYAH) Nasdaq listing details change after the reverse split?

Park Ha Biological’s Class A ordinary shares will continue trading on The Nasdaq Capital Market under the symbol “BYAH”. Following the reverse split, the shares will trade under a new CUSIP number G6925R128, with no other material changes to security terms anticipated.

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

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Available on EDGAR 08/03/2026 - 12:31 PM Accepted by SEC EDGAR 08/03/2026 - 12:31 PM Learn about SEC filing dates

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 August 2026

Commission File Number: 001-42453

Park Ha Biological Technology Co., Ltd.

901 & 901-2, Building C

Phase 2, Wuxi International Life Science Innovation Campus

196 Jinghui East Road

Xinwu District, Wuxi, Jiangsu Province

People’s Republic of China 214000

(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 ☐

Park Ha Biological Technology Co., Ltd. (the “Company”) hereby announces that it expects to implement a reverse stock split of its Class A and Class B ordinary shares at a ratio of 1-for-8 (the “Reverse Stock Split”). The Reverse Stock Split was approved by the shareholders at the extraordinary general meeting held on July 13, 2026, as further described in the Company’s Form 6-K filed on July 13, 2026, and subsequently approved by the Board of Directors of the Company on July 13, 2026. In connection with the Reverse Stock Split, the Company filed an Amended and Restated Memorandum and Articles of Association, attached hereto as Exhibit 3.1, with the Registry of Companies of the Cayman Islands on July 16, 2026, to reflect the changes in the Company’s share capital resulting from the Reverse Stock Split.

The Company is providing the following disclosure regarding its issued and outstanding share capital prior to and following the implementation of the Reverse Stock Split.

Proposed Timing of the Reverse Stock Split

Subject to the Company’s satisfaction of Nasdaq Operations notice requirements, the Company expects the Reverse Stock Split to become effective on August 6, 2026, with trading to begin on a split-adjusted basis at the market open on that day.

Pre-Reverse Stock Split Issued and Outstanding Share Capital

As of the date of this Report, and immediately prior to the effectiveness of the Reverse Stock Split, the Company’s total issued and outstanding share capital consists of 18,764,216 ordinary shares, comprised of:

● 18,383,216 Class A ordinary shares (par value US$0.001 each, with 1 vote per share); and

● 381,000 Class B ordinary shares (par value US$0.001 each, with 100 votes per share).

This share count reflects (i) the issuance of 10,000,000 Class A ordinary shares in a private placement that closed on August 3, 2026 (the “Private Placement”), and (ii) the issuance of 2,400,000 Class A ordinary shares pursuant to the Company’s 2026 Share Incentive Plan, as registered on Form S-8 filed on August 3, 2026. It does not include the potential issuance of up to 2,000,000 additional Class A ordinary shares issuable upon the cashless exercise of warrants issued in the Private Placement.

Post-Reverse Stock Split Issued and Outstanding Share Capital

Upon the effectiveness of the Reverse Stock Split, the Company’s issued and outstanding share capital is expected to be adjusted to 2,345,527 ordinary shares, comprised of:

● 2,297,902 Class A ordinary shares (par value US$0.008 each, with 1 vote per share); and

● 47,625 Class B ordinary shares (par value US$0.008 each, with 100 votes per share).

No fractional shares will be issued in connection with the Reverse Stock Split. All fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share. Any shareholder who would otherwise be entitled to a fractional share will receive one whole post-Reverse Stock Split ordinary share in lieu thereof.

In connection with the Reverse Stock Split, the Company’s authorized share capital will be adjusted from US$300,000,000.00 divided into 300,000,000,000 ordinary shares of par value US$0.001 each divided into (i) 240,000,000,000 Class A ordinary shares with a par value of US$0.001 and (ii) 60,000,000,000 Class B ordinary shares with a par value of US$0.001 each to US$300,000,000.00 divided into 37,500,000,000 shares divided into (x) 30,000,000,000 Class A ordinary shares with a par value of US$0.008 each and (y) 7,500,000,000 Class B ordinary shares with a par value of US$0.008 each.

Following the Reverse Stock Split, the Company’s Class A ordinary shares will continue to trade on The Nasdaq Capital Market under the existing trade symbol “BYAH” but will trade under a new CUSIP number: G6925R128.

No other material changes to the terms of the Company’s securities are anticipated in connection with the Reverse Stock Split.

1

EXHIBIT INDEX

The following exhibit is being filed herewith:

Exhibit No.		Description
3.1		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.

	Park Ha Biological Technology Co., Ltd.
Date: August 3, 2026	By:	/s/ Xiaoqiu Zhang
	Name:	Xiaoqiu Zhang
	Title:	Chief Executive Officer, Chairperson of the Board of Directors

3

Filing Exhibits & Attachments

1 document

Other Documents

• EX-3.1 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION 234.8 KB