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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): March 17, 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)
852-26621800
(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 |
|
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, at the 2026 Annual Meeting of Stockholders
of Tianci International, Inc. (the “Company”) held on February 13, 2026, the
stockholders of the Company approved a proposal to authorize the Company’s Board of Directors (the “Board”) to amend
the Company’s Articles of Incorporation (the “Amendment”) with the Secretary of State of the State of Nevada to effect
a reverse stock split of the outstanding shares of the Company’s common stock, par value $0.0001(“Common Stock”) at
a reverse split ratio of between 1-for-2 and 1-for-100, as determined by the Board, whereby every 1 to 100 shares of the authorized, issued
and outstanding Common Stock will be combined into one share of authorized, issued and outstanding Common Stock.
On March 6, 2026, pursuant to the authority granted
by the Company’s stockholders, the Board effectuated and approved a one-for-seven (1:7) reverse stock split ratio (the “Reverse
Stock Split”) of the Common Stock. The Reverse Stock Split will become effective at 12:01 am Eastern Time on March 20, 2026
(the “Effective Time”). When the Reverse Stock Split becomes effective, every seven (7) shares of the Company’s issued
and outstanding Common Stock immediately prior to the Effective Time shall automatically be reclassified into one (1) share of Common
Stock, without any change in the par value per share. The Reverse Stock Split will reduce the number of issued and outstanding shares
of Common Stock from 25,331,803 shares of Common Stock to 3,618,829 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. No fractional shares will be 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.
Commencing on March 20, 2025, trading of the Company’s Common
Stock will continue on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis. The new CUSIP number for the Company’s
Common Stock following the Reverse Stock Split will be 88631G304.
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 March 17, 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
The following exhibits are filed herewith:
| Exhibit No. |
|
Exhibit Description |
| 3.1 |
|
Certificate of Amendment to the Articles of Incorporation of the Company |
| 99.1 |
|
Press Release dated March 17, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL 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: March 17, 2026
|
By: |
/s/ Shufang Gao
Shufang Gao, Chief Executive Officer
|
Exhibit 99.1
Tianci International, Inc.
Announces Reverse Stock Split
Shares Expected to Begin Trading on Split-Adjusted Basis on March 20,
2026
HONG KONG and RENO, Nev., March 17, 2026 (ACCESS
NEWSWIRE) -- 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-7 reverse
stock split of its common stock (the “Reverse Stock Split”), effective at 12:01 a.m. Eastern time on March 20, 2026. The Company’s
common stock is expected to begin trading on a split-adjusted basis when the market opens on March 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 88631G304.
The Reverse Stock Split is intended to increase
the bid price of the common stock to enable the Company to regain compliance with the minimum bid price requirement for continued listing
on The Nasdaq Capital Market. The Company’s stockholders authorized the reverse stock split at the Company’s annual meeting
of stockholders held on February 13, 2026, with the final ratio determined by the Company’s Board of Directors.
On March 6, 2026, the Company’s Board of
Directors has determined the reverse stock split at the final ratio of one-for-seven (1:7). As a result of the Reverse Stock Split, every
7 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 25,331,803 shares of common stock to 3,618,829
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. 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 proxy statement for the annual meeting of stockholders of the Company held on February
13, 2026, which was filed with the U.S. Securities and Exchange Commission on January 13, 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,
including Japan, South Korea, and Vietnam. Beyond logistics, the company generates revenue from the sale of electronic parts and business
consulting services. The company’s mission is to provide customers with efficient, reliable, and safe shipping services that create
value. For more information, please visit the 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 plans with respect to the timing and impact of the Reverse Stock Split; 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 any 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
