Tianci International sets $3.06 warrant reference price

Tianci International, Inc. reported the final adjustment terms for its Common Warrants following a previously disclosed Reverse Stock Split.

Rhea-AI Filing Summary

Tianci International, Inc. reported the final adjustment terms for its Common Warrants following a previously disclosed Reverse Stock Split. The company determined an “Event Market Price” of $3.06 as of the close of trading on July 21, 2026, representing the lowest volume-weighted average price (VWAP) during the defined Share Combination Adjustment Period.

This Event Market Price governs the adjusted exercise price of the Common Warrants. After this adjustment, the Common Warrants are exercisable for approximately 1,602,795 shares of common stock. The company characterizes this warrant price adjustment as a material modification to the rights of security holders and incorporates it under both the charter-amendment and rights-modification disclosure items.

8-K Event Classification

2 items: 3.03, 5.03

2 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Key Figures

Event Market Price: $3.06 Warrant Shares Issuable: 1,602,795 shares Share Combination Adjustment Period window: 5 trading days before and 5 after July 20, 2026 +1 more

4 metrics

Event Market Price $3.06 Lowest VWAP during the Share Combination Adjustment Period as of close July 21, 2026

Warrant Shares Issuable 1,602,795 shares Approximate number of common shares issuable under the Common Warrants after adjustment

Share Combination Adjustment Period window 5 trading days before and 5 after July 20, 2026 Period used to determine the lowest VWAP for the Event Market Price

Event Market Price determination date July 21, 2026 Date as of which the $3.06 Event Market Price was identified

Key Terms

Reverse Stock Split, volume-weighted average price, Event Market Price, Common Warrants, +2 more

6 terms

Reverse Stock Split financial

"as a result of the Reverse Stock Split (defined in the Original Report)"

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.

volume-weighted average price financial

"lowest volume-weighted average price (“VWAP”, and such lowest VWAP, the “Event Market Price”)"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

Event Market Price financial

"the “Event Market Price”) during the period beginning five consecutive trading days"

Common Warrants financial

"the exercise price of the Common Warrants (as defined in the Original Report) will be adjusted"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

Share Combination Adjustment Period financial

"during the Share Combination Adjustment Period"

Material Modification to Rights of Security Holders regulatory

"Item 3.03 Material Modification to Rights of Security Holders"

FAQ

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

What warrant change did Tianci International (CIIT) disclose in this 8-K/A?

Tianci International set the Event Market Price that determines its Common Warrant exercise price at $3.06. Following this adjustment, the Common Warrants are exercisable for approximately 1,602,795 shares of common stock, reflecting terms triggered by the earlier Reverse Stock Split.

How was the $3.06 Event Market Price for Tianci International (CIIT) calculated?

The Event Market Price of $3.06 is described as the lowest volume-weighted average price (VWAP) during the Share Combination Adjustment Period, which spans trading days around July 20, 2026, and was determined as of the close of trading on July 21, 2026.

How many shares are issuable under Tianci International’s (CIIT) Common Warrants?

The company states that its Common Warrants are exercisable for approximately 1,602,795 shares of common stock. This figure reflects the post–Reverse Stock Split adjustment tied to the Event Market Price mechanism described in the amended disclosure.

Which SEC items are addressed in Tianci International’s (CIIT) amended report?

The amendment addresses Item 5.03, dealing with amendments to articles or bylaws and changes in fiscal year, and incorporates the warrant adjustment information into Item 3.03, which covers material modifications to rights of security holders.

Why did Tianci International (CIIT) file Amendment No. 1 to its prior report?

Amendment No. 1 updates the earlier disclosure by specifying the final Event Market Price of $3.06 and the resulting 1,602,795 warrant shares. Other parts of the prior report remain unchanged and are expressly carried forward without modification.

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

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true --07-31 amends Item 5.03 0001557798 0001557798 2026-07-20 2026-07-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K/A

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 20, 2026

______________

TIANCI INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

______________

Nevada	001-42591	45-5540446
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

Unit 1109, Lippo Sun Plaza, 28 Canton Road,

Tsim Sha Tsui, Kowloon, Hong Kong 999077

(Address of Principal Executive Office) (Zip Code)

852-266-21800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		CIIT		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (the “Amendment No.1”) amends Item 5.03 of the Current Report on Form 8-K filed by Tianci International, Inc. (the "Company") on July 21, 2026 (the “Original Report”). Except as set forth below, this Amendment No. 1 does not amend, modify, or update any disclosures contained in the Original Report. Except as set forth below, nothing contained in this Amendment No. 1 updates any disclosure contained in the Original Report to reflect any events occurring after the filing of the Original Report. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Report and with the Company’s other filings with the SEC. 

Item 3.03 Material Modification to Rights of Security Holders

The information provided above under Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Item 5.03 of the Original Report disclosed that, as a result of the Reverse Stock Split (defined in the Original Report) , the exercise price of the Common Warrants (as defined in the Original Report) will be adjusted and reduced to the lowest volume-weighted average price (“VWAP”, and such lowest VWAP, the “Event Market Price”) during the period beginning five consecutive trading days immediately preceding, and ending five consecutive trading days immediately following, July 20, 2026 (the “Share Combination Adjustment Period”). As of the closing of trading on July 21, 2026, the Event Market Price is $3.06, which represents the lowest VWAP during the Share Combination Adjustment Period, rounded to the nearest cent. The number of shares of common stock issuable under the Common Warrants is approximately 1,602,795.

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, hereunto duly authorized.

	Tianci International, Inc.
Date: July 22, 2026	By:	/s/ Shufang Gao Shufang Gao, CEO

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB