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 February 2026
Commission File Number: 001-40280
EpicQuest Education Group International Limited
(Translation of registrant’s name into English)
200 N. St. Clair Street, Suite 100, Toledo,
OH 43604
(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 ☐
Reverse Stock Split
On February 11, 2026,
the Board of Directors (the “Board”) of EpicQuest Education Group International Limited (the “Company”) approved
a reverse stock split (the “Reverse Stock Split”) of the Company’s ordinary shares (the “Ordinary Shares”)
at a ratio of 1-for-16. Stockholder approval of the Reverse Stock Split was not required pursuant to the laws of the British Virgin Islands.
The Reverse Stock Split
is effective on Tuesday, February 17, 2026 (the “Effective Date”) and our Ordinary Shares began trading on a split-adjusted
basis when the Nasdaq Stock Market LLC opened for trading on that same day. The Ordinary Shares will continue to trade on the Nasdaq Capital
Market under the trading symbol “EEIQ” but will trade under the following new CUSIP number: G3104J142.
As a result of the Reverse
Stock Split, every 16 Ordinary Shares held as of the Effective Date were automatically combined into one Ordinary Share. The number of
outstanding Ordinary Shares was reduced from approximately 23,671,667 Ordinary Shares to approximately 1,479,479 Ordinary Shares. There
are currently no Preferred Shares outstanding.
No fractional
shares will be issued as a result of the Reverse Stock Split; instead, the Company will pay cash in lieu of fractional shares in an
amount equal to the fair value of such fractional share, with such fair value being the closing price of the Ordinary Shares on a
post-Reverse Stock Split basis on the Nasdaq Capital Market on the first trading date of the Ordinary Shares following the
effectiveness of the Reverse Stock Split.
The Reverse Stock Split
affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except
to the extent that the Reverse Stock Split results in some stockholders owning a fractional share as described above.
In connection with the
Reverse Stock Split, and following Board approval on February 11, 2026, the Company filed an Amended and Restated Memorandum and Articles
of Association with the Registry of Corporate Affairs in the British Virgin Islands on February 16, 2026, to reduce the authorized number
of Ordinary Shares from 970,000,000 shares to 60,625,000 shares and to reduce the authorized number of Preferred Shares from 10,000,000
shares to 625,000 shares, a reduction at the same ratio as the Reverse Stock Split, and to increase the par value per Ordinary Share and
Preferred Share from US$0.0016 to US$0.0256 per share.
This Report on Form 6-K
shall be deemed to be incorporated by reference into the registration statements of the Company on Forms S-8 (Registration Numbers 333-258658
and 333-273948) and Forms F-3 (Registration Numbers: 333-277859; 333-291201 and 333-288399), to the extent not superseded by documents
or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act
of 1934, as amended.
The table below sets
forth the impact of the Reverse Stock Split on the Company’s net loss per common share - basic and diluted; weighted average common
shares outstanding - basic and diluted; and shares issued and outstanding, for the years ended September 30, 2025, and September 30, 2024:
| | |
PRE-SPLIT | | |
POST-SPLIT | |
| | |
12 Months Ended | | |
12 Months Ended | |
| | |
30-Sep-25 | | |
30-Sep-24 | | |
30-Sep-25 | | |
30-Sep-24 | |
| | |
| | |
| | |
| | |
| |
| Net Loss attributable to common shareholders | |
| -2,429,121 | | |
| -5,990,123 | | |
| -2,429,121 | | |
| -5,990,123 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of ordinary shares | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 15,486,467 | | |
| 12,637,968 | | |
| 967,905 | | |
| 789,873 | |
| Diluted | |
| 15,486,467 | | |
| 12,637,968 | | |
| 967,905 | | |
| 789,873 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss Per Share | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| -0.16 | | |
| -0.47 | | |
| -2.51 | | |
| -7.58 | |
| Diluted | |
| -0.16 | | |
| -0.47 | | |
| -2.51 | | |
| -7.58 | |
Exhibits Index
| Exhibit |
|
Description |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association as amended and restated on February 11, 2026, and filed with the Registry of Corporate Affairs in the British Virgin Islands on February 16, 2026. |
| 99.1 |
|
Press Release, dated February 12, 2026. |
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.
| |
EpicQuest Education Group International Limited |
| |
|
|
| |
By: |
/s/ Zhenyu Wu |
| |
|
Zhenyu Wu
Chief Financial Officer |
| |
|
Date: February 17, 2026
2
Exhibit 99.1
EpicQuest Education Announces 1-for-16 Reverse Stock Split
TOLEDO, Ohio, February
12, 2026 /GLOBE NEWSWIRE/ -- EpicQuest Education Group International Limited (Nasdaq: EEIQ), (“EpicQuest Education,”
or the “Company”), a provider of higher education for domestic and international students in the US, Canada and the UK, today
announced that the Company’s Board of Directors (the “Board”) approved (i) a reverse stock split (the “Reverse
Stock Split”) of the Company’s ordinary shares (the “Ordinary Shares”) at a ratio of 1-for-16, and (ii) the amendment
and restatement of the Company’s Amended and Restated Memorandum and Articles of Association in order to reduce the authorized number
of Ordinary Shares from 970,000,000 shares to 60,625,000 shares, to reduce the authorized but unissued number of Preferred Shares from
10,000,000 shares to 625,000 shares (a reduction at the same ratio as Reverse Stock Split), and to increase the par value per share of
Ordinary Shares and Preferred Shares from US$0.0016 to US$0.0256 per share.
The Reverse Stock Split
will be effective on Tuesday, February 17, 2026 (the “Effective Date”) and the Ordinary Shares will begin trading on a split-adjusted
basis when the Nasdaq Stock Market LLC opens for trading on that same day. The Ordinary Shares will continue to trade on the Nasdaq Capital
Market under the trading symbol “EEIQ” but will trade under the following new CUSIP number: G3104J142.
As a result of the Reverse
Stock Split, every 16 Ordinary Shares held as of the Effective Date will be automatically combined into one Ordinary Share. The number
of outstanding Ordinary Shares will be reduced from approximately 23,671,667 Ordinary Shares to approximately 1,479,479 Ordinary Shares.
There are currently no Preferred Shares outstanding.
No fractional shares
will be issued as a result of the Reverse Stock Split; instead, the Company will pay cash in lieu of fractional shares in an amount equal
to the fair value of such fractional share, with such fair value being the closing price of the Ordinary Shares on a post-Reverse Stock
Split basis on the Nasdaq Capital Market on the first trading date of the Ordinary Shares following the effectiveness of the Reverse Stock
Split.
The Reverse Stock Split
affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except
to the extent that the reverse split results in some stockholders owning a fractional share as described above. Once the Reverse Stock
Split becomes effective, shareholders holding common stock through a bank, broker or other nominee will have their shares automatically
adjusted to reflect the reverse stock split. Beneficial holders may contact their bank, broker or nominee for more information.
Please direct any questions to your broker or the Company’s transfer agent, Vstock Transfer LLC, by calling 212-828-8436 or contacting
them by email at info@vstocktransfer.com.
EpicQuest Education’s Strategy of Internationalization
EpicQuest Education believes
that its collaborative programs for Davis University and EduGlobal College, its two owned and operated institutions of higher learning,
are a key element of its internationalization strategy to expand its student enrollment and academic programming. The Company’s strategy
provides enhanced globalized learning and enriched multicultural experiences that can help students reach their full potential and better
prepare them for careers in the global economy. Further, EpicQuest Education’s strategic growth plan has increased its international student
enrollment in recent periods which can lead to strong and sustainable financial results.
About EpicQuest Education Group International
Limited
EpicQuest Education Group
International Limited (“EpicQuest Education” or the “Company”) provides comprehensive education solutions for domestic
and international students seeking university and University degrees in the US, Canada and the UK. The Company owns and operates EduGlobal
College, based in British Columbia, Canada, which focuses on English proficiency educational programming for students pursuing academic
degrees. The Company operates and is a 70% owner of Davis University, a career training university located in Toledo, Ohio. In addition,
the Company has a recruiting relationship with the Miami University Regional campuses, where it maintains residential facilities, a full-service
cafeteria, recreational facilities, shuttle buses and an office for the regional campuses that provides study abroad and post-study services
for its students; these facilities are not owned, maintained, operated or are a part of Miami University. The Company is also a recruiting
agent for the University of the West of Scotland (through The Education Group (London) Ltd) and Coventry University, both of which are
located in the UK. EpicQuest Education recently established a wholly owned subsidiary, Gilmore Inv LLC (“Gilmore”), in Ohio,
that will offer international educational programs related to kinesiology and recreation education. The Company also established a company
in Ohio, SouthGilmore LLC that has been formed to organize sports-related entertainment projects, which is 40% owned by Gilmore. For more
information, please visit www.epicquesteducation.com/.
Safe Harbor Statement
Certain of the statements
made in this press release are “forward-looking statements” within the meaning and protections of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements
with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance,
and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual
results, performance, capital, ownership or achievements of the Company to be materially different from future results, performance or
achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements
that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,”
“will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,”
“contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,”
“could,” “intend,” “target” and other similar words and expressions of the future.
All written or oral forward-looking
statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those
risks and uncertainties described in our most recent Form 20-F and otherwise in our SEC reports and filings and the Company’s statements
regarding its ability to regain compliance with the Nasdaq Bid Price Rule. Such reports are available upon request from the Company, or
from the Securities and Exchange Commission, including through the SEC’s Internet website at http://www.sec.gov. We have no obligation
and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective
dates on which any such statements otherwise are made.
Contacts:
EpicQuest Education Group International Limited
+1 513-649-8350
info@epicquesteducation.com
Investor Relations: Precept Investor Relations
LLC
David Rudnick+1 646-694-8538
david.rudnick@preceptir.com
Source: EpicQuest Education Group International
Limited
