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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
______________
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. ☐
Item 3.03 Material Modification to Rights of Security Holders.
The information contained in Item 5.03 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
As previously disclosed, on April 10, 2026, the
Board of Directors (the "Board") of Tianci International, Inc. (the "Company") and the holders of a majority of the
outstanding voting power of the Company (the "Majority Stockholders") approved, by written consent in lieu of a meeting, resolutions
authorizing the Board to amend the Company’s Articles of Incorporation (the "Amendment") with the Secretary of State of the
State of Nevada to effect one or more reverse stock splits of the Company’s outstanding common stock, par value $0.0001 per share ("Common
Stock"), at an aggregate ratio of up to 1-for-250, with the exact ratio and timing to be determined by the Board in its sole discretion,
at any time within two years following the date of the stockholders’ resolution. This action, and the Company’s related disclosures, were
described in the Company’s definitive information statement on Schedule 14C, which was filed with the U.S. Securities and Exchange Commission
on April 24, 2026 (the "Information Statement") pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended.
On June 30, 2026, pursuant to the authority granted
by the Board and the Majority Stockholders, the Board determined the final ratio for the reverse stock split at one-for-ten (1:10) (the
“Reverse Stock Split”), effective as July 20, 2026.
Commencing on July 20, 2026, trading of the Company’s
Common Stock continues on The Nasdaq Capital Market under the symbol “CIIT” on a Reverse Stock Split-adjusted basis. The new
CUSIP number for the Company’s Common Stock following the Reverse Stock Split will be 88631G403.
As a result of the Reverse Stock Split, every
ten (10) shares of the Company’s issued and outstanding Common Stock immediately prior to the Effective Time was automatically combined
and converted into one (1) share of Common Stock, without any change in the par value per share. The Reverse Stock Split reduced the number
of issued and outstanding shares of Common Stock from 9,673,907 shares to 967,391 shares. The number of authorized shares of the
Company’s Common Stock remains unchanged.
Stockholders who would otherwise be entitled to
receive a fractional share will instead have their shares rounded up to the nearest whole number. No fractional shares have been issued
as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share in connection with
the Reverse Stock Split will receive one full share of the post-reverse stock split Common Stock in lieu of such fractional share. The
Reverse Stock Split will not affect the par value of the Common Stock.
In addition, as previously disclosed, on June
17, 2026, the Company issued (i) warrants to initially purchase up to 6,055,000 shares of Common Stock at an initial exercise price of
$0.81 per share to certain investors (the “Common Warrants”), pursuant to certain securities purchase agreement by and among
the Company and such investors dated June 16, 2026, and (ii) warrants to initially purchase up to 302,750 shares of Common Stock at an
initial exercise price of $0.81 per share to Maxim Group LLC (the “Placement Agent’s Warrants”) pursuant to certain
placement agency agreement by and between the Company and Maxim Group LLC dated June 16, 2026. The Common Warrants and the Placement Agent’s
Warrants were issued pursuant to the Registration Statement on Form S-1, as amended (No. 333-296417), which was declared effective by
the Securities and Exchange Commission on June 15, 2026.
Immediately following the Reverse Stock Split,
the exercise price of the Common Warrants and the Placement Agent’s Warrants will be adjusted to $8.1 per share, the number of shares
of Common Stock issuable pursuant to the Common Warrants will be adjusted to 605,500 shares of Common Stock, and the number of shares
of Common Stock issuable pursuant to the Placement Agent’s Warrants will be adjusted to 30,275 shares of Common Stock.
Additionally, the exercise price of the Common
Warrants will be further 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”) , provided that, for purposes
of calculating the Event Market Price, the VWAP for trading days prior to July 20, 2026 will be the VWAP as reported after giving proportional
effect to the Reverse Stock Split. The adjustment of the Exercise Price shall take effect beginning at the close of trading on the Nasdaq
Capital Market on the first day of the Share Combination Adjustment Period and continuing each trading day thereafter until the close
of trading on the Nasdaq Capital Market on the last day of the Share Combination Adjustment Period, effective at the close of trading
on the Principal Market on each trading day during the Share Combination Adjustment Period. The number of shares of common stock issuable
under the Common Warrants will be increased such that the aggregate exercise price, after giving effect to the decrease in the exercise
price, shall be equal to the aggregate exercise price in effect on the issuance date for the warrant shares then outstanding.
As of the closing of trading on July 20, 2026,
the Event Market Price is $3.0874 and the number of shares of Common Stock issuable under the Common Warrants is approximately 1,588,570.
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 16, 2026, the Company issued a press release
announcing the Reverse Stock Split, a copy of which is furnished as an exhibit to this report.
The information in this Item 7.01, including
Exhibit 99.1 to this report, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section or Sections 11
and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 7.01
and Exhibit 99.1 shall not be incorporated by reference into any filing under the Exchange Act or the Securities Act, whether made before
or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01 |
Financial Statements and Exhibits |
Exhibits
| 3.1 |
Certificate of Amendment to the Articles of Incorporation of the Company |
| 99.1 |
Press Release dated July 20, 2026 |
| 104 |
Cover page interactive data file (embedded within the iXBRL document) |
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 21, 2026
|
By: |
/s/ Shufang Gao
Shufang Gao, CEO
|
Exhibit 99.1
Tianci International, Inc. Announces 1 for 10
Reverse Stock Split
Shares
Expected to Begin Trading on Split-Adjusted Basis on July 20, 2026
HONG
KONG, HK / ACCESS Newswire / July 16, 2026 / Tianci International, Inc. (Nasdaq: CIIT) (“Company”
or “Tianci”), a global logistics service provider specializing in ocean freight forwarding, announced today that it will implement
a 1-for-10 reverse stock split of its common stock (the “Reverse Stock Split”), effective at 12:01 a.m. Eastern time on July
20, 2026. The Company’s common stock is expected to begin trading on a split-adjusted basis when the market opens on July 20, 2026,
and will continue to trade on the Nasdaq Capital Market under the symbol “CIIT.” The new CUSIP number for the common stock
will be 88631G403.
The
objective of the Reverse Stock Split is to enable the Company to maintain compliance with Nasdaq Listing Rule 5550(a)(2), which requires
issuers listed on The Nasdaq Capital Market to evidence a minimum bid price of $1.00 per share. On April 10, 2026, the Company’s
Board and the Majority Stockholders authorized and approved the implementation of one or more Reverse Stock Splits during a period of
up to two years of the date of the stockholders’ resolution, at an aggregated ratio of up to 1-for-250, with the exact ratio and
timing to be determined by the Board in its discretion.
On June
30, 2026, the Company’s Board of Directors has determined the reverse stock split at the final ratio of one-for-ten (1:10). As a
result of the Reverse Stock Split, every ten shares of the Company’s pre-split common stock issued and outstanding will be automatically
reclassified into one new share of the Company's common stock. This will reduce the number of shares outstanding from 9,673,907 shares
of common stock to 967,391 shares of common stock. The number of authorized shares of the Company’s common stock will remain unchanged.
Stockholders who would otherwise be entitled to receive a fractional share will instead have their shares rounded up to the nearest whole
number. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company's equity plans and
grants thereunder, as applicable. In addition to the proportionate adjustments to the exercise prices and number of shares underlying
the warrants issued by the Company on June 17, 2026, the exercise price of such warrants shall be reduced, but in no event increased,
to the lowest VWAP (volume-weighted average price) during the period commencing five consecutive trading days immediately preceding and
the five consecutive trading days immediately following July 20, 2026 (the “Event Market Price”), provided, that in calculating
the Event Market Price, the VWAP for trading days prior to July 20, 2026 shall be the VWAP reported after proportionally adjusting for
the Reverse Stock Split. The number of shares issuable under such warrants will be increased such that the aggregate exercise price, after
taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price on the issuance date for the warrant
shares then outstanding. The Reverse Stock Split will not affect the par value of the common stock.
The
combination of, and reduction in, the shares of common stock as a result of the Reverse Stock Split will occur automatically at the effective
time of the Reverse Stock Split without any additional action on the part of the Company’s stockholders. The Company’s transfer
agent, Securities Transfer Corporation, is acting as the exchange agent for the Reverse Stock Split and will send stockholders of
record holding their shares electronically in book-entry form a transaction notice indicating the number of shares of common stock held
after the Reverse Stock Split. Stockholders who hold their shares through a broker, bank, or other nominee will have their positions adjusted
to reflect the Reverse Stock Split, subject to their broker, bank, or other nominee's particular processes, and are not expected to be
required to take any action in connection with the Reverse Stock Split.
Additional
information regarding the Reverse Stock Split can be found in the Company's definitive information statement pursuant to Section 14(c)
of the Securities Exchange Act of 1924, which was filed with the U.S. Securities and Exchange Commission on April 24, 2026, a copy
of which is available at www.sec.gov.
About
Tianci International, Inc.
Tianci
International Inc., through its subsidiary Roshing, provides global logistics services, specializing in ocean freight forwarding, including
container and bulk goods shipping. Operating under an asset-light model, Roshing's logistics solutions are tailored to meet the diverse
needs of its customers across the Asia-Pacific Region, including Japan, South Korea, and Vietnam. The company’s mission is to provide
customers with efficient, reliable, and safe shipping services that create value. For more information, please visit Company’s
website: tianci-ciit.com.
Forward-Looking
Statements
This
press release contains forward-looking statements concerning our expectations, anticipations, intentions, beliefs, or strategies regarding
the future. These forward-looking statements are based on assumptions that we have made as of the date hereof and are subject to known
and unknown risks and uncertainties that could cause actual results, conditions, and events to differ materially from those anticipated.
Therefore, you should not place undue reliance on forward-looking statements. Examples of forward-looking statements include, among others,
statements we make regarding our strategic plans and value; our expectations regarding potential commercial opportunities; and our strategies,
positioning and expectations for future events or performance. Important factors that could cause actual results to differ materially
from those in the forward-looking statements are set forth in our most recent Annual Report on Form 10-K and our subsequent Quarterly
Reports on Form 10-Q, and in our other reports filed with the Securities and Exchange Commission, including under the caption “Risk
Factors.” Any forward-looking statement in this release speaks only as of the date of this release. We undertake no obligation to
publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new
information, future developments or otherwise.
For investor and media inquiries, please contact:
Tianci International, Inc.
Investor Relations
Email: ir@rqscapital.com
