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Maison Solutions (Nasdaq: MSS) to implement 1-for-5 reverse split for Nasdaq

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Maison Solutions Inc. approved and scheduled a 1-for-5 reverse stock split of its Class A and Class B common stock, effective at 12:01 a.m. Eastern Time on July 22, 2026, to help maintain compliance with Nasdaq’s $1.00 minimum bid price requirement.

Every five outstanding Class A shares will automatically combine into one share, with fractional shares rounded up. Class B shares held through Golden Tree USA Inc. will similarly combine from 300,000 to 60,000 shares. Authorized share counts and par values remain unchanged, and proportional adjustments will apply to outstanding equity-linked securities and stock incentive plans.

Positive

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Filing Explained

The certificate is filed, but the 1-for-5 consolidation remains pending until July 22, 2026, with no immediate dilution disclosed.

This Form 8-K reports that Maison Solutions filed the certificate amendment on July 15, 2026; the approved 1-for-5 reverse split is scheduled to take effect at 12:01 a.m. Eastern Time on July 22, 2026, so it remains pending effectiveness.

At that time, the company says each holder will retain the same percentage of outstanding Class A stock, apart from de minimis fractional-share adjustments; the consolidation therefore changes the number of shares held rather than ownership percentages.

The filing also states that the split will have no immediate dilutive effect on stockholders, while proportionate adjustments will apply to outstanding warrants, options, convertible securities, and equity incentive plans.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse split ratio 1-for-5 Each 5 shares of Class A Common Stock will be combined into 1 share at the Effective Time on July 22, 2026
Effective date and time July 22, 2026, 12:01 a.m. Eastern Time Effective Time of the reverse stock split for Class A and Class B Common Stock
Class B shares before split 300,000 shares Issued and outstanding shares of Class B Common Stock before the 1-for-5 combination
Class B shares after split 60,000 shares Shares of Class B Common Stock after the 1-for-5 reverse stock split
Nasdaq minimum bid price $1.00 per share Reverse stock split intended to maintain compliance with Nasdaq’s $1.00 minimum bid price requirement
Previous reverse split ratio 1-for-10 Prior reverse stock split of Class A Common Stock effective April 24, 2026
reverse stock split financial
"it will implement a 1-for-5 reverse stock split of its outstanding shares"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Certificate of Amendment regulatory
"filed with the Secretary of State of the State of Delaware a Certificate of Amendment"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
Nasdaq Capital Market regulatory
"will continue to trade on the Nasdaq Capital Market under the symbol “MSS”"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
minimum bid price requirement regulatory
"intended to maintain compliance with the $1.00 minimum bid price requirement"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
exchange agent financial
"VStock Transfer, LLC will act as the exchange agent for the Reverse Stock Split"
An exchange agent is a third party appointed to handle the practical steps when securities are being swapped, such as during mergers, tender offers, or restructurings. Think of it as a trusted post office that collects old shares, verifies ownership, completes required paperwork and regulatory filings, and delivers the new shares or cash to investors; its efficiency and accuracy affect how quickly and safely investors receive the value they're owed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What reverse stock split did Maison Solutions (MSS) approve?
Maison Solutions is effecting a 1-for-5 reverse stock split of its Class A common stock, effective July 22, 2026 at 12:01 a.m. Eastern Time. Every five existing shares will automatically combine into one share, with any fractional shares rounded up to the nearest whole share.

When will MSS shares trade on a split-adjusted basis and under what symbol?
Trading on a split-adjusted basis will begin on July 22, 2026, at the market open. The Class A common stock will continue to trade on the Nasdaq Capital Market under the symbol "MSS", with a new CUSIP number 560667404 after the reverse split.

How does the reverse split affect Maison Solutions (MSS) Class B common stock?
Class B common stock will also be combined on a 1-for-5 basis, shrinking issued and outstanding shares from 300,000 to 60,000. All Class B shares, held through Golden Tree USA Inc., will remain convertible into one share of Class A common stock per Class B share.

Why is Maison Solutions (MSS) implementing a reverse stock split?
The reverse stock split is intended to help maintain compliance with Nasdaq’s $1.00 minimum bid price requirement for continued listing of the Class A common stock. By reducing shares outstanding, the company aims to increase the per-share trading price on the Nasdaq Capital Market.

Will the Maison Solutions (MSS) reverse split change ownership percentages or authorized shares?
The company states the split will not change stockholders’ percentage ownership, other than rounding up fractional shares. The number of authorized shares of Class A and Class B common stock and their par values, as well as preferred stock terms, will remain unchanged after the transaction.

How will Maison Solutions (MSS) handle options, warrants and other equity awards after the split?
Outstanding warrants, options and convertible securities will be adjusted proportionately so the number of underlying Class A shares and their exercise or conversion prices reflect the 1-for-5 split. The company will also make proportional adjustments to share amounts under its existing stock incentive plans.
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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 20, 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)   (I.R.S. Employer
Identification No.)

 

127 N Garfield Avenue, Monterey Park, CA 91754

(Address of principal executive offices, including 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 3.03. Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information set forth under Item 5.03 below is incorporated by reference into this Item 3.03.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As previously disclosed in an Information Statement on Schedule 14C filed with the U.S. Securities and Exchange Commission (the “SEC”) in November 2025, the holders of a majority of the issued and outstanding voting securities of Maison Solutions Inc., a Delaware corporation (the “Company”), approved, by written consent in lieu of a special meeting dated October 19, 2025, the grant of authority to the Company’s board of directors (the “Board”) to amend the Company’s Amended and Restated Certificate of Incorporation to effect one or more reverse stock splits of the issued and outstanding shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), at a ratio of not less than 1-for-2 and not more than 1-for-100, to be implemented at a date no later than June 30, 2026, with the exact ratio to be determined by the Board in its sole discretion. The Board previously exercised a portion of that authority by effecting a 1-for-10 reverse stock split that became effective at 12:01 a.m. Eastern Time on April 24, 2026.

 

On June 26, 2026, the Board approved a 1-for-5 reverse stock split of the Company’s issued and outstanding shares of Class A Common Stock (the “Reverse Stock Split”). On July 15, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 12:01 a.m. Eastern Time on July 22, 2026 (the “Effective Time”).

 

As a result of the Reverse Stock Split, at the Effective Time every five (5) outstanding shares of the Company’s Class A Common Stock will, without any further action by the Company or any holder thereof, be combined into and automatically become one (1) share of the Company’s Class A Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split; any fractional share resulting from the Reverse Stock Split will be rounded up to the nearest whole share.

 

In addition, pursuant to Section E.2(c) of Article IV of the Company’s Amended and Restated Certificate of Incorporation, which provides that if the Company subdivides or combines (including by reclassification) the outstanding shares of Class A common stock or Class B common stock, the outstanding shares of all of the Company’s common stock will be subdivided or combined in the same proportion and manner, the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), will also be combined at the Effective Time on the same 1-for-5 basis. As a result, the 300,000 issued and outstanding shares of Class B Common Stock will be combined into 60,000 shares. All of the issued and outstanding shares of Class B Common Stock are held by John Xu, the Company’s Chairman and Chief Executive Officer, through Golden Tree USA Inc., and each share of Class B Common Stock remains convertible into one share of Class A Common Stock. The Reverse Stock Split does not change the number of authorized shares of Class B Common Stock or the par value thereof.

 

The Reverse Stock Split is intended to maintain compliance with the $1.00 minimum bid price requirement for continued listing of the Company’s Class A common stock on The Nasdaq Stock Market LLC (“Nasdaq”). The Class A Common Stock is expected to begin trading on a Reverse Stock Split-adjusted basis on Nasdaq at the opening of the market on July 22, 2026. The trading symbol for the Class A Common Stock will remain “MSS,” and the new CUSIP number for the Class A Common Stock following the Reverse Stock Split is 560667404. The Company’s transfer agent, VStock Transfer, LLC, is acting as exchange agent and paying agent for the Reverse Stock Split.

 

- 1 -

 

 

The Reverse Stock Split does not change the number of authorized shares of the Company’s Class A Common Stock or the par value per share, and does not change the Company’s authorized, or issued and outstanding, shares of preferred stock or the par value thereof. Except for de minimis adjustments resulting from the treatment of fractional shares, the Reverse Stock Split will not have any immediate dilutive effect on the Company’s stockholders, as each stockholder will hold the same percentage of the outstanding Class A Common Stock immediately following the Reverse Stock Split as such stockholder held immediately prior thereto.

 

As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of Class A Common Stock issuable upon the exercise or conversion of the Company’s outstanding warrants, options and other securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock, and to the exercise or conversion prices thereof, in each case in accordance with their respective terms, and to the number of shares issued and issuable under the Company’s existing equity incentive plans.

 

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

 

On July 20, 2026, the Company issued a press release announcing the Reverse Stock Split. 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
3.1   Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Maison Solutions Inc.
99.1   Press Release, dated July 20, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

- 2 -

 

 

SIGNATURE

 

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 20, 2026
     
  By: /s/ John Xu
  Name:  John Xu
  Title: Chief Executive Officer

 

- 3 -

 

 

Exhibit 99.1

 

Maison Solutions Announces Reverse Stock Split

 

MONTEREY PARK, CA, July 20, 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, as previously approved by the stockholders of the Company, it will implement a 1-for-5 reverse stock split of its outstanding shares of Class A common stock, effective on July 22, 2026, at 12:01 a.m. Eastern Time (the “Reverse Split”). The Company’s Class A common stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “MSS” and will begin trading on a split-adjusted basis at the opening of the market on July 22, 2026, with a new CUSIP number 560667404.

 

The Reverse Split was authorized by the holders of a majority of the Company’s outstanding stock entitled to vote on October 19, 2025, and approved by the Company’s Board of Directors on June 26, 2026. The Reverse Split is intended to maintain compliance with the $1.00 minimum bid price requirement for continued listing of the Company’s Class A common stock on Nasdaq.

 

As of the effective time of the Reverse Split, every five (5) shares of issued and outstanding Class A common stock will automatically be combined and converted into one share. On the same 1-for-5 basis, and pursuant to the Company’s Amended and Restated Certificate of Incorporation, the Company’s Class B common stock (all of which is held by John Xu, the Company’s Chief Executive Officer) will also be combined, from 300,000 shares to 60,000 shares. In addition, the exercise prices of, and the number of shares subject to, the Company’s outstanding warrants, and the conversion prices of the Company’s outstanding convertible securities, if any, will likewise be proportionately adjusted in accordance with their respective terms. Proportionate adjustments will be made to the number of shares issued and issuable under the Company’s existing stock incentive plans.

 

No fractional shares of common stock will be issued in connection with the Reverse Split. Stockholders who would otherwise hold a fractional share of common stock as a result of the Reverse Split will have such fractional share rounded up to the nearest whole share of common stock. VStock Transfer, LLC will act as the exchange agent for the Reverse Split and will provide stockholders with a transaction statement reflecting their post-split shareholdings. The number of authorized shares of common stock and the par value per share will remain unchanged.

 

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. As of 2026, the Company operates one traditional Asian supermarket in the Los Angeles, California area under the HK Good Fortune brand name and three supermarkets in the Phoenix and Tucson, Arizona metropolitan areas under the Lee Lee International Supermarket brand name. To learn more about Maison Solutions, please visit the Company’s website at www.maisonsolutionsinc.com. Follow us on LinkedIn and X.

 

Forward-Looking and Cautionary Statements

 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We caution readers that forward-looking statements are predictions based on our current expectations about future events. Forward-looking statements may include, but are not limited to, statements related to the Reverse Split, the effectiveness of the Certificate of Amendment, and the Company’s ability to regain or maintain compliance with Nasdaq’s minimum bid price requirement, as well as statements, other than historical facts, that 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 known and unknown risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including the risks discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K and any updates thereto under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC, copies of which are available on the SEC’s website at www.sec.gov. Additionally, new risk factors emerge from time to time, and it is not possible for us to predict all such risk factors or to assess the impact such risk factors might have on our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, that occur after the date of this release, except as required by law.

 

Investor Relations Contact

 

info@maisonsolutionsinc.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Press Releases

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