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Tianci Intrnl 8-K Filings

CIIT NASDAQ

Every 8-K that Tianci Intrnl (CIIT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow CIIT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CIIT filings page.

Rhea-AI Summary

Tianci International, Inc. (CIIT), through its wholly owned subsidiary Tianci Group Holding Limited, entered into an Equipment Procurement Agreement on August 21, 2026 with McQueen Tech Co., Limited of Hong Kong. McQueen will sell Tianci Group US$500,000 of Bitmain Model S21 XP cryptocurrency mining equipment. The agreement provides that Tianci Group will pay US$250,000 on or before August 31, 2026 to a bank account designated by McQueen, with the remaining purchase price payable after Tianci Group completes inspection of the delivered equipment. McQueen will also, without additional consideration, help identify suitable hosting locations and provide advisory services for deployment and operation. The agreement states that Tianci Group plans to enter the cryptocurrency mining business to facilitate settlement of mining trade operations conducted by Tianci International, Inc. and its subsidiaries.

Rhea-AI Summary

Tianci International, Inc. had its Compensation Committee grant all 100,000 shares of common stock authorized under its 2024 Equity Incentive Plan on July 29, 2026. Of these, 45,000 shares were granted to Chief Executive Officer Shufang Gao, 20,000 shares to Chief Financial Officer Wei Fang, and 20,000 shares to Vice President Ying Deng. The remaining 15,000 shares were granted to an employee and a consultant of the company.

Rhea-AI Summary

Tianci International Inc. reported that its wholly owned subsidiary Tianci Group Holding Limited has completed incorporating RIDGCORE RESOURCES (PRIVATE) LIMITED in Zimbabwe as an indirect wholly owned subsidiary to serve as the local operating entity for its mineral products business.

The new entity is advancing a lease for approximately 3 hectares (30,000 square meters) of land to develop first-phase warehouse facilities focused on chromium ore. The planned warehouse base is expected to support a priority procurement area of about 360 hectares and provide dynamic storage capacity of about 50,000 metric tons of mineral products. As part of its business plan, the company aims to add approximately 5,000 metric tons of monthly chromium ore supply capacity, targeting a total monthly supply of more than 10,000 metric tons.

Rhea-AI 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.

Rhea-AI Summary

Tianci International, Inc. implemented a 1‑for‑10 reverse stock split of its common stock, effective July 20, 2026, to help maintain compliance with Nasdaq Listing Rule 5550(a)(2) requiring a minimum $1.00 bid price. Trading continues on the Nasdaq Capital Market under the symbol CIIT with a new CUSIP 88631G403.

Every ten pre‑split shares were automatically reclassified into one share, reducing issued and outstanding common stock from 9,673,907 to 967,391 shares, with no change to authorized shares or par value. Fractional entitlements are rounded up to the nearest whole share. Holders through brokers or banks are not expected to take any action; the transfer agent will adjust book‑entry positions.

The company previously issued Common Warrants for 6,055,000 shares and Placement Agent’s Warrants for 302,750 shares at an initial exercise price of $0.81 per share. After the reverse split, the exercise price adjusts to $8.1 and the warrant share counts to 605,500 and 30,275, respectively, with further automatic adjustments based on the lowest split‑adjusted volume‑weighted average price during a 10‑trading‑day Event Market Price period. As of the close on July 20, 2026, the Event Market Price is $3.0874 and approximately 1,588,570 shares are issuable under the Common Warrants, while preserving the original aggregate exercise price.

Rhea-AI Summary

Tianci International, Inc. reported progress on its strategic cooperation with Greypole Mining to develop gold and chromium resources in Zimbabwe under a non-binding MOU signed April 14, 2026. The partners are assessing a prospective gold-bearing zone of about 500 hectares in the Gwanda region, including a 42-hectare priority target area, with feasibility and geological evaluations underway.

For chromium, they are focusing on a 1,500-hectare prospective area in Zvishavane, with a core mineralized zone of roughly 420 hectares and ongoing resource delineation and reserve verification. To meet growing chromium demand from Tianci’s clients, the parties plan a localized sourcing and warehousing network in Zimbabwe, including about 12,000 square meters of storage covering a 360-hectare procurement radius and a targeted average supply capacity of 10,000 tonnes of chromium products per month.

Rhea-AI Summary

Tianci International, Inc. reported a strong turnaround for the fiscal quarter ended April 30, 2026. Total revenue reached $4,310,521, with global logistics services contributing $2,271,363 and new mineral sales adding $1,418,552. Revenue increased quarter-to-quarter by 121%, driven by 19% growth in logistics and the initial entry into mineral ore trading.

Gross profit from logistics improved as the gross margin rose from 0.81% to 3.73%. General and administrative expenses fell from $960,583 to $552,141, helping shift results to net income of $91,545 versus a net loss of $959,409 a year earlier. For the nine months, the Company still recorded a net loss of $594,453, and operations reduced cash by $1,687,149 to $718,203, with working capital of $2,596,047 as of April 30, 2026.

Rhea-AI Summary

Tianci International, Inc. completed a public unit offering, issuing 4,055,000 units and 2,000,000 pre-funded units at approximately $0.81 per unit or pre-funded unit, raising aggregate gross proceeds of about $4.9 million before fees and expenses.

Each unit includes one common share and one common warrant, while each pre-funded unit includes a pre-funded warrant and one common warrant. The common warrants are immediately exercisable at $0.81 per share for three years, and the pre-funded warrants at $0.001 per share until fully exercised. Tianci plans to use net proceeds for working capital, general corporate purposes, and product development and capacity expansion. Maxim Group LLC acted as sole placement agent, receiving a 7% cash fee, expense reimbursement, and placement agent warrants.

Rhea-AI Summary

Tianci International, Inc. has entered into a non-binding Memorandum of Understanding with Zimbabwe-based Greypole Mineral Resources to pursue a potential mining partnership focused on gold and chromium resources in Zimbabwe.

The contemplated partnership would target joint exploration and extraction across approximately 500 hectares of gold concessions in Gwanda and 1,500 hectares of chromium concessions in Zvishavane. Greypole Mining would assist with applications for required exploration and mining rights, using a phased implementation approach to meet regulatory requirements and deploy operations.

Management highlighted Zimbabwe’s abundant mineral resources and emphasized a prudent, staged strategy from mining rights acquisition through technical extraction. The initiative aligns with Tianci’s recent expansion beyond logistics into global mineral trading, aiming to convert high-quality reserves into commercial output if a definitive agreement is reached.

Rhea-AI Summary

Tianci International, Inc. has regained compliance with Nasdaq’s minimum bid price rule for continued listing on the Nasdaq Capital Market. Nasdaq’s Listing Qualifications Staff notified the company on April 6, 2026 that its common stock again meets the $1.00 per share bid price requirement under Nasdaq Listing Rule 5550(a)(2), closing a deficiency matter that began with an October 29, 2025 notice and a 180-day remediation period ending April 27, 2026.

Rhea-AI Summary

Tianci International, Inc. is implementing a 1-for-7 reverse stock split of its common stock, effective at 12:01 a.m. Eastern time on March 20, 2026. Every seven pre-split shares will be reclassified into one new share, with no change to the $0.0001 par value.

The reverse stock split will reduce issued and outstanding common shares from 25,331,803 to 3,618,829, while the number of authorized shares remains the same. Fractional entitlements will be rounded up to the nearest whole share. Trading on the Nasdaq Capital Market under the symbol CIIT is expected to continue on a split-adjusted basis beginning March 20, 2026.

According to the company, the reverse stock split is intended to increase the bid price of the common stock so it can regain compliance with the minimum bid price requirement for continued Nasdaq Capital Market listing.

Rhea-AI Summary

Tianci International, Inc. reported second fiscal quarter 2026 results showing strong revenue growth but sharply weaker profitability and cash flow. Total operating revenues for the quarter ended January 31, 2026 rose to $3,884,684 from $2,079,203, driven by a 22% increase in global logistics services and new mineral sales.

However, cost of revenues grew faster than sales, and general and administrative expenses surged, leading to a quarterly net loss of $417,124, compared with $110,971 a year earlier. For the six months ended January 31, 2026, net loss reached $685,998 and operating activities used $1,682,251 of cash, reducing the cash balance to $723,101. The company also highlighted its new bulk chrome and manganese ore trading business, which generated $1,821,320 in revenue at a 12.0% gross margin.

Rhea-AI Summary

Tianci International, Inc. reported the results of its annual shareholder meeting, where 18,435,101 shares were represented, about 75.15% of the 24,531,803 common shares entitled to vote. Shareholders elected seven directors and approved, on an advisory basis, compensation for senior executive officers.

Investors expressed a preference for holding the advisory vote on executive pay every year, and the board decided to follow this annual schedule. Shareholders ratified Bush & Associates CPA as auditor for the year ending July 31, 2026, approved increasing authorized common shares to 2,000,000,000, and authorized the board to implement a reverse stock split at a ratio between one-for-two and one-for-one-hundred within one year. They also approved selling 30,000 shares of Series C Preferred Stock to RQS Capital Limited for $30,000, with each preferred share exchangeable for, and carrying voting rights equal to, 100 common shares.

Rhea-AI Summary

Tianci International, Inc. filed a current report stating that it issued a press release with financial results for its fiscal quarter ended October 31, 2025. The press release, dated December 12, 2025, is included as Exhibit 99.1 and contains the detailed quarterly figures and discussion.

The company specifies that this financial information is being furnished rather than filed under U.S. securities laws, which limits how it is treated for certain legal purposes and means it is not automatically incorporated into other company filings unless expressly referenced.

Rhea-AI Summary

Tianci International (CIIT) reported a Nasdaq notice that its shares failed to meet the $1.00 minimum bid price for 30 consecutive business days under Listing Rule 5550(a)(2). The notice has no immediate effect on the listing.

The company has 180 calendar days, until April 27, 2026, to regain compliance. Compliance is achieved if the closing bid price is at least $1.00 for a minimum of 10 consecutive business days. If still noncompliant by the deadline, Tianci may qualify for an additional grace period if other initial listing standards are met, or it may receive a delisting notice with the right to appeal. Tianci plans to monitor its closing bid and consider available options.

Rhea-AI Summary

Tianci International (CIIT) reported that it entered into a Memorandum of Understanding with BTC Digital Ltd. (NASDAQ: BTCT) on October 14, 2025. The company furnished a related press release as Exhibit 99.1 in a Form 8-K.

Tianci’s common stock trades on the Nasdaq Capital Market under the symbol CIIT.