Maison Solutions Inc. SEC Filings

Maison Solutions Inc. filed a notification of late filing for its quarterly report on Form 10-Q for the period ended October 31, 2025. The company explains that it could not timely prepare and finalize the financial information needed to complete the report and that submitting it on the original deadline would have required unreasonable effort or expense.

Maison Solutions states that it expects to file the delayed quarterly report within the permitted extension period.

Maison Solutions Inc. is registering the resale of up to 16,909,622 shares of Class A common stock issuable upon conversion of a $3,000,000 senior secured convertible note and related interest held by a single institutional investor. As of December 10, 2025, 22,229,652 Class A shares were outstanding, so the registered amount is large relative to the current share count and public float.

The note bears 8% annual interest, initially converts at $1.0289 per share with a floor price of $0.2058, and is subject to a 4.99% beneficial ownership cap that the investor may increase to 9.99% with notice. The company will not sell any shares or receive proceeds from this resale; it previously received $2,745,000 from the private placement and used approximately 90% of the net proceeds to acquire World Coin (WLD) as a treasury asset.

The disclosure emphasizes that large resales could pressure the MSS share price and dilute existing holders, especially because the conversion price can reset at a discount to market. It also notes Nasdaq’s minimum bid price deficiency and prior shareholder approval for a reverse stock split to help address continued listing requirements.

Maison Solutions Inc. is registering the resale of up to 22,790,625 shares of Class A common stock issuable upon conversion of a senior unsecured convertible note issued on October 22, 2025. The company is not selling any securities and will not receive proceeds from these resales.

The registered shares reflect assumptions that the $3,000,000 Additional Note and accrued interest at 5.25% per annum are converted at the $0.16 floor price. The note’s initial fixed conversion price is $0.78, with a monthly reset to the lower of the then‑effective fixed price or 95% of the lowest 10‑day VWAP, but not below the floor price. Due to these reset features, the number of shares ultimately issuable could increase, and the registered amount may not cover all shares potentially issuable.

Conversions are subject to a Beneficial Ownership Limitation of 4.99%, adjustable up to 9.99% with notice. Shares outstanding were 22,229,652 as of November 11, 2025. The filing notes that the registered shares represent approximately 80% of outstanding shares and approximately 199% of shares held by non‑affiliates. MSS trades on Nasdaq; the last reported price was $0.507 per share on November 7, 2025.

Maison Solutions (MSS) stockholders approved major corporate actions by written consent. The approvals include future issuance of up to 340,162,976 shares of Class A Common Stock issuable upon conversion of Senior Secured Convertible Notes, one or more reverse stock splits between 1-for-2 and 1-for-100 to be implemented no later than June 30, 2026, and the issuance of 760,000 Class B shares to Golden Tree USA Inc. for management services.

The Notes program contemplates up to $70,000,000 in principal, with an initial note of $3,000,000 issued for a purchase price of $2,745,000. Notes carry an 8% annual interest rate, an 8.5% original issue discount, and a two‑year maturity. Conversions are priced at the lower of the Nasdaq “Minimum Price” on issuance or 90% of the lowest 10‑day VWAP, subject to a floor of 20% of the Initial Note’s Minimum Price and a 4.99% Beneficial Ownership Limitation (increasable to 9.99% with 61 days’ notice). At least 90% of net proceeds must be used to acquire WLD, SOL, or agreed cryptocurrencies, held in a blocked custodial account as collateral.

The reverse split authority addresses Nasdaq bid‑price compliance (initial period through January 6, 2026). As of this statement, shares outstanding were 22,229,652 Class A and 2,240,000 Class B.

Maison Solutions Inc. entered a financing by issuing a senior unsecured convertible promissory note with principal of $3,000,000 to an existing investor. The note was sold at a purchase price of $2,745,000 and bears interest at 5.25% per year, maturing on October 22, 2027. The company intends to use net proceeds for working capital.

The note is convertible at an initial Fixed Price of $0.78 per share. After the initial registration statement for resale is effective, the conversion price resets monthly to the lower of the then‑effective Fixed Price and 95% of the lowest 10‑day VWAP, subject to a Floor Price of $0.16 per share. A trading‑day mechanic can further reduce the Conversion Price intraday under stated conditions. Upon default, an Alternate Conversion Price applies at the lower of the then‑effective price and 85% of the lowest 10‑day VWAP.

Interest is payable monthly in cash or paid‑in‑kind shares. Conversions are capped by a Beneficial Ownership Limitation of 4.99%, adjustable up to 9.99% with notice. The company may redeem amounts outstanding per the note’s terms, and certain “Amortization Events” trigger required monthly payments.

Maison Solutions (MSS) reported that holders of 80.66% voting power approved three actions by written consent. Stockholders authorized the future issuance of up to 340,162,976 shares of Class A upon conversion of senior secured convertible notes under a September 28, 2025 purchase agreement. They also approved one or more reverse stock splits at ratios from 1-for-2 to 1-for-100, to be implemented no later than June 30, 2026, and approved issuing 760,000 Class B shares to Golden Tree USA Inc. for management services.

The notes program contemplates up to $70,000,000 in principal, with an initial note of $3,000,000 sold for $2,745,000. Terms include an 8.5% original issue discount, 8% annual interest, two-year maturity, and conversion at the lower of Nasdaq “Minimum Price” at issuance or 90% of the lowest 10-day VWAP, subject to a floor at 20% of the Initial Note’s Minimum Price. Conversions are capped by a 4.99% Beneficial Ownership Limitation, increaseable to 9.99% with notice.

At least 90% of net proceeds must be used to acquire specified cryptocurrencies held in a blocked custodial account securing the notes. The reverse split authority follows a Nasdaq minimum bid price deficiency notice dated July 10, 2025.

Maison Solutions, Inc. (MSS) reported a material event on Form 8-K that documents new financing and related agreements. The filing attaches a Securities Purchase Agreement, a Senior Secured Convertible Promissory Note, a Pledge and Security Agreement, and a Registration Rights Agreement, and includes a press release and the interactive cover page file. The agreements indicate the company has arranged secured convertible financing and has contractual registration rights for the securities issued. The filing is signed by John Xu, Chief Executive Officer.

Maison Solutions Inc. reported a quarterly net loss and continuing restructuring after acquisitions and store changes. The company completed the acquisition of Lee Lee for approximately $22.2 million, funded by $7.0 million cash and a senior secured promissory note of about $15.2 million. Maison owns majority or full interests in several supermarket entities and closed the Maison El Monte store in June 2025 as a profitability decision. The company recorded an $848,493 impairment charge related to its 49% investment in HKGF Market of Arcadia due to planned closure of that location. Goodwill of $14.9 million (including $12.66 million from Lee Lee) was tested and not impaired. The company reported a derivative liability remeasurement gain of $309,904 and sold software licenses for $2.6 million. Cash balances exceeding FDIC insurance were $373,137 as of July 31, 2025. Maison reported convertible debt and other note arrangements, and management concluded a full valuation allowance exists on deferred tax assets due to uncertainty about realization.