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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): May 29, 2026
KUN
PENG INTERNATIONAL LTD.
Formerly
known as CX Network Group Inc.
| Nevada |
|
333-169805 |
|
EIN
32-0538640 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
Room
2069W, Sihui Building No 1008-B, Huihe South Street
Banbidian
Village
Gaobeidian
Town, Chaoyang District
Beijing,
PRC CHINA |
|
100124 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
+86-10-87227012
Registrant’s
Telephone Number, Including Area Code
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
| ☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Not
Applicable |
|
None |
|
None |
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.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
5.03 Amendment to Articles of Incorporation.
To
the extent required by Item 5.03 of Form 8-K, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
8.01 Other Events
On
May 29, 2026, Kun Peng International Ltd., a Nevada corporation, (the “Company”) (“KPEA:OTC”) issued a press
release announcing that a 1-for-ten (1:10) reverse split of its $0.0001 par value common stock (the “Reverse Stock Split”),
will be effective in the marketplace as of June 2, 2026. The Reverse Stock Split was approved by the Company’s Board of Directors
and by its shareholders holding approximately 85.4% of the Company’s issued and outstanding shares of common stock by written consents
dated January 20, 2026.
Pursuant
to the Reverse Stock Split, every ten (10) shares of the Company’s issued and outstanding common stock are automatically converted
into one (1) share of common stock, thereby decreasing the Company’s issued and outstanding shares of common stock from 400,000,000
shares to approximately 40,000,000 shares, subject to adjustment for the rounding up of fractional shares to the nearest whole share.
The Board of Directors and shareholders also approved an amendment to the Company’s Articles of Incorporation to decrease the total
authorized shares of the Company’s common stock from 1,000,000,000 to 100,000,000 shares and to increase the par value of the common
stock from $0.0001 to $0.001. Those changes were effected through the filing of a Certificate of Change in accordance with Nevada law.
A copy of the Certificate of Change is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
The
Company’s common stock will begin trading on a Reverse Stock Split-adjusted basis on the OTC Market at the opening of trading on
June 2, 2026. The Company’s trading symbol will be “KPEAD” for twenty (20) trading days commencing June 2, 2026, after
which it will revert to “KPEA.” The CUSIP number for the Company’s common stock post-Reverse Stock Split is 12672T
207.
A
copy of the press release announcing effectiveness of the Reverse Stock Split in the marketplace is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Forward-Looking
Statements
Matters
discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical
facts. The words “believe,” “anticipate,” “intend,” “estimate,” “potential,”
“may,” “should,” “expect,” “pending” and similar expressions identify forward-looking
statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions
were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies, which are
difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.
EXHIBITS
| Exhibit |
|
Description |
| 3.1 |
|
Certificate of Change |
| 99.1 |
|
Press Release dated May 29, 2026 |
| 104 |
|
Cover page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
SIGNATURE
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 thereunto duly authorized.
| |
KUN
PENG INTERNATIONAL LTD. |
| |
|
|
| Date:
June 1, 2026 |
By: |
/s/
ZHUANG Richun |
| |
|
ZHUANG
Richun, Chief Executive Officer |
Exhibit
99.1

Kun
Peng International Ltd. Announces 1-for-10 Reverse Stock Split
BEIJING,
CHINA, May 29, 2026 — Kun Peng International Ltd. (OTCQB: KPEA) (the “Company”) announced today that a 1-for-ten
(1:10) reverse split of its $0.0001 par value common stock (the “Reverse Stock Split”), which was approved by its Board of
Directors and its shareholders on January 20, 2026, will be effective in the marketplace as of June 2, 2026. The Reverse Stock Split
will decrease the Company’s issued and outstanding shares of common stock from 400,000,000 shares to approximately 40,000,000 shares.
The Board of Directors and shareholders also approved an amendment to the Company’s Articles of Incorporation to decrease the total
authorized shares of the Company’s common stock from 1,000,000,000 to 100,000,000 shares and to increase the par value of the common
stock from $0.0001 to $0.001.
The
Reverse Stock Split was approved by written consent of the Board of Directors and of the holders of approximately 85.4% of the Company’s
issued and outstanding shares of common stock. The written consents also approved an amendment to the Company’s Articles of Incorporation
to effect the Reverse Stock Split. No further approval of the Company’s stockholders was required to approve the Reverse Stock
Split or the amendment of the Company’s Articles of Incorporation.
No
fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split
will be rounded up to the nearest whole share.
The
Company’s common stock will begin trading on a Reverse Stock Split-adjusted basis on the OTC Market at the opening of trading on
June 2, 2026. The Company’s trading symbol will remain “KPEA.” Following the Reverse Stock Split, the CUSIP number
for the Company’s common stock will be 12672T 207.
The
Company’s transfer agent, Transhare Corporation, will serve as the exchange agent for the Reverse Stock Split. Registered stockholders
holding pre-Reverse Stock Split shares of the Company’s common stock electronically in book-entry form are not required to take
any action to receive post-Reverse Stock Split shares. Those stockholders who hold their shares in brokerage accounts or in “street
name” will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to each brokers’ particular
processes, and will not be required to take any action in connection with the Reverse Stock Split.
About
Kun Peng International Ltd.
The
Company distributes preventive health care and wellness products in China through its mobile and online e-commerce platforms. To promote
awareness of preventive health care among the vast population of the PRC, we serve our customers through our mobile (King Eagle Mall)
platform and through our online platform, Kun Zhi Jian and Kun Zhi Jian Mini Program. Our mobile social e-commerce platform, King Eagle
Mall, promotes preventive health care products and services as our core business. It adopts the S (supplier) and B (platform) working
together to provide C (customer) (“S2B2C”) business model and integrates many major health care products and services. King
Eagle Mall’s products are divided into two sectors: self-operated products and strictly selected products which promote preventive
health care. Our major products include health care products such as dietary supplements, nutritional health foods, beauty cosmeceuticals,
and other categories (for instance, milk powder, dried fruits) health foods for supporting the cardiovascular system, and bone joint
health. We offer collagen peptides, probiotics, and health foods for improving blood circulation and vein health, as well as household
products which can promote and improve a healthier lifestyle for our members.
Our
online platform, Kun Zhi Jian, which was introduced and implemented in October 2022, focuses on promoting and selling physiotherapy equipment
and our own brand of preventive health care and health related household products to wholesalers and retailers. In the platform’s
initial phase, we sold thermal therapy cabins to wholesalers. Currently, we promote and sell other physiotherapy equipment, our own brand,
and other popular brands of health care related products on this platform.
In
November 2023, we launched Kun Zhi Jian’s Mini Program, which is composed of three areas: physiotherapy equipment, a customer service
center, and an online shopping mall (Kun Zhi Jian). The customer service center provides healthy diet and nutritional suggestions to
our customers based on their health profile and a tongue examination that utilizes health care expertise and technology from local health
care service providers performed at our customer service center. The shopping mall offers a variety of products ranging from health foods
to small kitchen appliances.
For
more information, visit the Company’s website, www.kp-china.com. Any material contained in or derived from the Company’s
website or any other website is not part of this press release.
Forward-Looking
Statements
Certain
statements contained in this press release, including, without limitation, statements containing the words “believes,’’
“anticipates,” “expects,” and words of similar import constitute “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve both known and unknown risks
and uncertainties. The Company’s actual results may differ materially from those anticipated in its forward-looking statements
as a result of a number of factors, including those known and unknown risks, uncertainties, and other factors which may cause our actual
results, performance, or achievements to be materially different from any historical results and projected results, performances, or
achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the
following factors: (i) the size and diversity of our member and paying subscriber bases; (ii) the timing and market acceptance of our
apps, including developments and enhancements to those apps and features; (iii) customer service and support efforts; (iv) selling and
marketing efforts; and (v) our brand strength in the marketplace relative to the strength of our competitors’ brands. These risks
also include the risks contained under “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in the Company’s Form 10-K for the year ended September 30, 2025, its Forms 10-Q, and
its other filings with the Securities and Exchange Commission. Except as required by applicable law, we undertake no obligation to revise
or update any forward-looking statements to reflect any event or circumstance that may arise after the date hereof.
For
media enquiries, please contact:
Contact
person: Lili Zhang
Email
address: shangshi@kp-china.com
Phone
number: +86-10-87227012.