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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
July 6, 2026
Maison Solutions Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-41720 |
|
84-2498787 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
127 N. Garfield Ave., Monterey Park, California
91754
(Address of principal executive offices) (Zip
Code)
(626) 737-5888
(Registrant’s telephone number, including
area code)
N/A
(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:
| ☐ |
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 |
| Class A Common Stock, par value $0.0001 per share |
|
MSS |
|
The Nasdaq Stock Market LLC |
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 1.01 Entry into a Material Definitive Agreement.
On July 1, 2026, Good Fortune Supermarket of San
Gabriel, LP (“GF San Gabriel”), a California limited partnership that is 91% owned by Maison Solutions Inc. (the “Company”),
and Good Fortune Supermarket of Monrovia, LP (“GF Monrovia” and, together with GF San Gabriel, the “Sellers”),
a California limited partnership that is 85.25% owned by the Company, entered into an Asset Purchase Agreement (the “Asset Purchase
Agreement”) with ENSON MARKET 33 SAN GABRIEL CA INC and ENSON MARKET 34 MONROVIA CA INC (together the “Buyers”). Pursuant
to the Asset Purchase Agreement, the Sellers agreed to sell to the Buyers the machinery, equipment, fixtures, furniture, leasehold improvements
and other tangible personal property used in the operation of the Asian grocery stores located at 137 S. San Gabriel Blvd, San Gabriel,
California, and 935 W Duarte Rd, Monrovia, California (each, a “Store” and, together, the “Stores”), together
with the beer and wine licenses associated with the Stores (collectively, the “Assets”). The inventory of the Stores is being
sold separately under two Inventory Purchase Agreements, and the Sellers are retaining the “Good Fortune” trade name and related
goodwill.
The aggregate purchase price for the Assets is
$4,500,000, allocated $2,250,000 to each Store, consisting of $2,240,000 for the Assets at such Store and $10,000 for the beer and wine
license at such Store. The purchase price for the inventory is in addition to the foregoing and will equal the value of the saleable inventory
at each Store as determined by an independent third-party count. The purchase price for the Assets (other than the amounts allocated to
the beer and wine licenses) is payable in a single lump-sum payment on or before December 31, 2026 if the Buyers’ financing is funded
by that date and, if it is not, is payable in installments under two secured promissory notes (the “Promissory Notes”) in
the principal amount of $2,240,000 each, with interest accruing at 10% per annum beginning January 1, 2027 if principal remains unpaid
after December 31, 2026, and with the unpaid balance payable in three equal quarterly installments due March 31, 2027, June 30, 2027 and
September 30, 2027. Any amounts remaining unpaid after September 30, 2027 will constitute an event of default and will bear interest at
18% per annum until paid. The Buyers’ payment obligations are secured by purchase-money security interests in the Assets and the
related inventory, and are guaranteed under a personal and corporate guaranty to be provided by Qinghui Ni and ENSON GROUP, INC. The beer
and wine licenses will be transferred only upon approval of the California Department of Alcoholic Beverage Control.
The closing of the transaction is to occur on
or before December 31, 2026. The Buyers are acquiring the Assets on an “as-is, where-is” basis, and the transfer of each Store
is conditioned upon the Buyers obtaining an assignment of, or a new, real property lease for that Store together with the landlord’s
written release of the Company and its affiliates. The Asset Purchase Agreement contains customary representations, warranties, covenants
and indemnification provisions, and each Buyer has represented that it is not affiliated with the Company. The Sellers’ entry into
the Asset Purchase Agreement was approved by the Company’s Board of Directors, following the review and recommendation of the Audit
Committee, on July 1, 2026.
The foregoing description of the Asset Purchase
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On July 3, 2026, the Company issued a press release announcing the
disposal of San Gabriel and Monrovia Store Operations. A copy of the press release is furnished as Exhibit 99.1 hereto. The information
in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor incorporated by reference into any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Asset Purchase Agreement, dated July 1, 2026, by and among Good Fortune Supermarket of San Gabriel, LP, Good Fortune Supermarket of Monrovia, LP, ENSON MARKET 33 SAN GABRIEL CA INC and ENSON MARKET 34 MONROVIA CA INC.* |
| 99.1 |
|
Press Release, dated July 3, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Schedules and exhibits to the Asset Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| Maison Solutions Inc. |
|
| |
|
| Date: |
July 6, 2026 |
|
| |
|
| By: |
/s/ John Xu |
|
| Name: |
John Xu |
|
| Title: |
Chief Executive Officer, Chairman and President |
|
Exhibit
99.1
Maison Solutions Inc. Enters into Agreement to Divest San Gabriel
and Monrovia Store Operations as Part of Strategic Realignment Toward Operational Efficiency and AI-Enabled Growth
MONTEREY PARK, Calif. July 3, 2026 — Maison Solutions Inc. (Nasdaq:
MSS) (“Maison Solutions” or the “Company”), a specialty grocery retailer offering traditional Asian food and merchandise
to U.S. consumers, today announced that its subsidiaries have entered into an asset purchase agreement to divest the assets and operations
of the Company’s San Gabriel and Monrovia store locations for an aggregate purchase price of $4.5 million, excluding inventory,
which will be purchased separately pursuant to inventory purchase agreements. The closing of the transaction is expected to occur on or
before December 31, 2026, subject to the terms and conditions of the Asset Purchase Agreement. The transaction is part of the Company’s
ongoing strategic realignment to reduce exposure to underperforming store-level operations, improve operating efficiency, strengthen its
cash-flow profile, and focus management resources on higher-value opportunities in food retail, supply chain operations, and technology-enabled
growth.
The San Gabriel and Monrovia store operations had been operating at
a loss and required ongoing working capital and management resources. The Company believes that divesting these non-core and loss-generating
operations will allow Maison Solutions to reduce operating drag, improve overall financial discipline, and create a more focused store portfolio. Following the divestiture, the Company expects its continuing store base to have a stronger operating
profile, with reduced exposure to loss-generating locations and improved potential for store-level profitability, cash-flow generation,
and overall operating performance.
By reducing exposure to store-level losses and reallocating resources,
the Company expects to better align its operating structure with its broader strategic focus on efficiency, technology enablement, and
long-term value creation in the food retail and supply chain sector. The Company believes the food retail and supply chain industries are undergoing a meaningful technology upgrade cycle, with increasing
opportunities to apply automation, AI-driven workflow tools, data analytics, and other technology-enabled solutions to improve operational
visibility, inventory and procurement management, customer engagement, margin analysis, and operating decision-making.
The Company intends to continue evaluating AI-native and data-driven
solutions that may support workflow automation, operational visibility, inventory and procurement management, customer engagement, and
commercialization opportunities across retail, wholesale, logistics, and related operating workflows. The Company believes that a leaner operating structure and improved cash-flow profile may provide greater flexibility to evaluate and
pursue these strategic opportunities over time.
“This divestiture represents an important step in our effort
to simplify Maison Solutions’ business and improve the Company’s operating profile,” said John Xu, Chief Executive Officer
of Maison Solutions. “The San Gabriel and Monrovia store operations had been generating losses, and we believe exiting these non-core
operations will allow us to better focus our resources on improving profitability, strengthening cash flow, and evaluating new growth
opportunities. We remain committed to disciplined capital allocation and believe that a leaner operating structure can better support
the Company’s next stage of development, including potential opportunities in technology-enabled and AI-related business areas.”
About Maison Solutions Inc.
Maison Solutions Inc. is a U.S.-based specialty grocery retailer offering
traditional Asian food and merchandise, particularly to members of Asian-American communities. The Company is committed to providing Asian
fresh produce, meat, seafood, and other daily necessities in a manner that caters to traditional Asian-American family values and cultural
norms, while also accounting for the new and faster-paced lifestyle of younger generations and the diverse makeup of the communities in
which the Company operates. Since its formation in 2019, the Company has acquired equity interests in four traditional Asian supermarkets
in the Los Angeles, California area, operating under the brand name HK Good Fortune, and three supermarkets in the Phoenix and Tucson,
Arizona metro areas, operating under the brand name Lee Lee International For more information about Maison Solutions, please visit www.maisonsolutionsinc.com.
Follow the Company on LinkedIn and X.
Forward-Looking and Cautionary Statements
This press release contains “forward-looking statements”
within the meaning 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, but are not limited to, statements regarding the anticipated timing of closing, the satisfaction
of closing conditions, the anticipated impact of the transaction on the Company’s business, operations, operating efficiency, cash
flow, profitability and strategic focus, the Company’s plans, objectives and expectations regarding its remaining business and future
opportunities, and statements that are not historical facts and may address activities, events, or developments that the Company intends,
expects, projects, plans, believes, or anticipates will or may occur in the future. These forward-looking statements are not guarantees
of future performance and are subject to risks, uncertainties, and assumptions that are difficult to predict. The Company’s actual results,
performance, or achievements could differ materially from those expressed or implied by the forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, those discussed under the heading “Risk Factors”
in Part I, Item 1A of the Company’s most recent Annual Report on Form 10-K and in Part II, Item 1A of the Company’s subsequent Quarterly
Reports on Form 10-Q, as well as other filings with the Securities and Exchange Commission (“SEC”), copies of which are available
at www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result
of new information, future events, or otherwise, except as required by applicable law.
Investor Relations Contact: Maison Solutions Inc. | Email: info@maisonsolutionsinc.com
