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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): March 23, 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, CA 91754 |
|
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 |
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 Modifications to Rights of Security Holders.
As previously
disclosed in a Schedule 14C, filed on November 3, 2025, the majority stockholders of Maison Solutions Inc., a Delaware corporation (the
“Company”) approved, by written consent in lieu of a special meeting, the granting of the authority to our board
of directors (the “Board”) to amend the Company’s Amended and Restated Certificate of Incorporation to
effect a reverse stock split of the issued and outstanding shares of the Company’s Class A common stock (the “Common Stock”),
by a ratio of not less than 1-for-2 and not more than 1-for-100, with the exact ratio to be determined by the Board in its sole discretion.
On March 23, 2026, the Board determined, after
reviewing the number of currently issued and outstanding shares of the Company, that it is in the best interests of the Company to
effectuate a reverse stock split at a ratio of 1-for-10 (the “Reverse Stock Split”).
The Common Stock will continue to be traded
on The Nasdaq Capital Market under the symbol MSS. Pursuant to the Reverse Stock Split, and upon effectiveness, every ten (10)
outstanding shares of the Company’s Common Stock will, without any further action by the Company, or any holder thereof,
convert into, and automatically became, one (1) share of the Company’s Common Stock. No fractional shares will be issued in
connection with the Reverse Stock Split. Any fractional shares of Common Stock resulting from the Reverse Stock Split will be
rounded up to the nearest whole share.
The Company is effectuating the Reverse Stock
Split in order to raise the per share bid price of the Company’s Common Stock above $1.00 per share and bring the Company back into
compliance with Nasdaq Listing Rule 5550(a)(2). The Company will have regained compliance once the Company’s Common Stock trades
at or above $1.00 per share for a minimum of 10 consecutive trading days, at which time Nasdaq will provide the Company with notice that
it has regained compliance.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 23, 2026, the Company filed a Certificate
of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as
previously amended, with the Secretary of State of the State of Delaware, to effect a reverse
stock split of the Company’s Common Stock at a ratio of 1-for-10.
A copy of the Certificate of Amendment is attached
hereto as Exhibit 3.1 and incorporated herein by reference. The description of the Certificate of Amendment and the Reverse Stock Split
set forth in Item 3.03 of this Current Report is incorporated herein by reference.
Prior to the filing of the
Certificate of Amendment, the Company had 97,000,000 shares of Common Stock authorized, out of which 27,451,517 shares were issued
and outstanding. As a result of the filing of the Certificate of Amendment, and upon effectiveness of the Reverse Stock
Split, the 27,451,517 shares of the Company’s Common Stock issued and outstanding immediately prior to the Reverse Stock
Split, will be converted into approximately 2,745,151 shares of the Company’s Common Stock. The Reverse Stock Split does not
change the Company’s current number of authorized shares of Common Stock, or its par value. The Reverse Stock Split also does
not change the Company’s authorized, or issued, and outstanding, number of shares of preferred stock, or its par value.
Except for de minimis adjustments that result
from the treatment of fractional shares, the Reverse Stock Split does not have any immediate dilutive effect on our stockholders, since
each stockholders holds the same percentage of our Common Stock outstanding immediately following the Reverse Stock Split as such stockholder
held immediately prior to the Reverse Stock Split.
As a result of the Reverse Stock Split, the number
of shares of the Company’s Common Stock that may be purchased upon the exercise of outstanding warrants, options, or other securities
convertible into, or exercisable or exchangeable for, shares of our Common Stock, and the exercise or conversion prices for these securities,
have also be ratably adjusted in accordance with their terms and conditions.
Item 9.01. Financial Statements and Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, dated March 23, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 27, 2026 |
By: |
/s/ John Xu |
| |
Name: |
John Xu |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
CERTIFICATE OF AMENDMENT TO
THE AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION
OF MAISON SOLUTIONS INC.
Maison Solutions Inc. (the
“Corporation”), a corporation organized and existing under the General
Corporation Law of the State of Delaware (the “DGCL”), does hereby
certify as follows:
| 1. |
Section IV of the Corporation’s Certificate of Incorporation shall be amended to include the following: |
“Upon the effectiveness of the
filing of this Certificate of Amendment (the “Effective Time”), each ten (10) shares of the Corporation’s Class A common
stock, par value $0.0001 per share (the “Old Common Stock”), either issued or outstanding or held by the Corporation as treasury
stock, immediately prior to the Effective Time, will be automatically reclassified and combined (without any further act) into one (1)
share of Class A common stock, par value $0.0001 per share, of the Corporation (the “New Common Stock”), without increasing
or decreasing the amount of stated capital or paid-in surplus of the Corporation or the par value which shall remain $0.0001 per share
(the “Reverse Stock Split”). No fractional shares of Class A common stock will be issued as a result of the Reverse Stock
Split; instead of issuing such fractional shares, any fractional shares resulting from the Reverse Stock Split shall be rounded up to
the next whole number of shares of New Common Stock, and all shares of Class A common stock eliminated as a result of the Reverse Stock
Split will be cancelled. Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock
will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number
of shares of the New Common Stock into which such shares of Old Common Stock shall have been reclassified plus the fraction, if any, of
a share of New Common Stock issued as aforesaid.”
| 2. |
This Certificate of Amendment, which amends, restates and further integrates the certificate of incorporation of the Corporation as heretofore in effect, has been approved by the Board of Directors of the Corporation (the “Board”) in accordance with Sections 242 and 245 of the DGCL, and has been adopted by the written consent of the stockholders of the Corporation in accordance with Section 228 of the DGCL. |
[Signature Page Follows]
IN WITNESS WHEREOF, Maison Solutions Inc. has caused this
Certificate of Amendment to be signed by a duly authorized officer of the Corporation, on March 18, 2026.
| Maison Solutions Inc., a Delaware corporation |
|
| |
|
| By: |
/s/ John Xu |
|
| Name: |
John Xu |
|
| Title: |
Chief Executive Officer |
|
