Maison Solutions Inc. SEC Filings

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.

Maison Solutions Inc. amends its S-1 registration statement related to a resale offering by a selling stockholder and updates corporate disclosures. The prospectus highlights a strategic partnership exploration with JD.com for multi-channel retail reach and confirms its Class A common stock trades on Nasdaq under the symbol MSS. The filing discloses potential dilution from convertible promissory notes with fluctuating conversion rates, a recent increase in authorized Class A shares that could permit substantial future issuances, and that the Company will not receive proceeds from the selling stockholder's resales. The selling stockholder may sell shares below market price, and the shares offered represent a substantial percentage of outstanding Class A stock (17,450,476 shares outstanding is disclosed). The document also lists numerous material risks including Nasdaq continued listing risk, related-party transactions, debt and lease obligations, supply-chain and food-safety exposures, and concentrated store geography. The filing identifies legal, accounting and registration exhibits and incorporates prior SEC filings by reference.