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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):
April 22, 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.
To the extent required by Item 3.03 of Form 8-K,
the information contained in Item 5.03 herein 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 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 April 13, 2026, the
Board approved a 1-for-10 reverse stock split of the Company’s issued and outstanding shares of Common Stock (the “Reverse
Stock Split”) effective April 24, 2026. On April 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 12:01a.m. Eastern Time on April 24, 2026.
As a result of the Reverse Stock Split, 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 Reverse Stock Split is intended for the Company
to regain compliance with the minimum bid price requirement of $1.00 per share of Common Stock for continued listing on Nasdaq. The Common
Stock is expected to begin trading on a Reverse Stock Split-adjusted basis on Nasdaq at the opening of the market on April 24, 2026. The
trading symbol for the common stock will remain “MSS,” and the new CUSIP number of the common stock following the Reverse
Stock Split is 560667305.
The Company’s transfer
agent, VStock Transfer LLC, is acting as the exchange agent and paying agent for the Reverse Stock Split.
The terms of the Reverse Stock Split are such
that every ten shares of the Company’s issued and outstanding Common Stock will be automatically combined into one issued and outstanding
share of Common Stock, without any change in par value per share. 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 stockholder 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. In addition, proportionate adjustments will be made to the
number of shares issued and issuable under the Company’s existing stock incentive plans.
The summary 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 attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements. Forward-looking statements may include, but are not limited to, statements related to the Reverse Stock Split, the effectiveness
of the Certificate of Amendment, and the Company’s ability to regain 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, believes or anticipates will or may occur in the future. These statements are often characterized by terminology such as “believes,”
“hopes,” “may,” “anticipates,” “should,” “intends,” “plans,” “will,”
“expects,” “estimates,” “projects,” “positioned,” “strategy” and similar expressions
and are based on assumptions and assessments made in light of management’s experience and perception of historical trends, current
conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements in this Current Report
on Form 8-K are made as of the date of this Current Report on Form 8-K, and the Company undertakes no duty to update or revise any such
statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties, many of which are outside of the Company’s control. Important factors that
could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in
the sections titled “Risk Factors” in the Company’s filings with the Securities and Exchange Commission, including its
most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as reports on Form 8-K, and include whether the Company
will be successful in maintaining the listing of its Common Stock on Nasdaq and the effects of the Reverse Stock Split.
Item 7.01 Regulation FD Disclosure
On April 22, 2026, the Company issued a press
release with respect to the Reverse Stock Split. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report
on Form 8-K (this “Current Report”).
The information contained in this Item 7.01 of
this Current Report, including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01 and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference
in such filing to this Item 7.01 of this Current Report.
Item 9.01. Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Corrected Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation |
| 99.1 |
|
Press Release dated April 22, 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: April 22, 2026 |
By: |
/s/ John Xu |
| |
Name: |
John Xu |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Maison Solutions Announces Reverse Stock Split
MONTEREY PARK, Calif., April 22, 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 announces that, as previously approved by the stockholders of the Company,
it will implement a 1-for-10 reverse stock split of its outstanding shares of Class A common stock, effective on April 24, 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 April 24, 2026, with a new CUSIP number 560667305.
The Reverse Split was approved by the holders
of a majority of the of the Company’s outstanding stock entitled to vote on October 19, 2025, and the Company’s Board of Directors
on April 13, 2026. The Reverse Split is intended to bring the Company into compliance with the $1.00 minimum bid price requirement for
maintaining the listing of its Class A common stock on Nasdaq.
As of the effective time of the Reverse
stock split, every 10 shares of issued and outstanding Class A common stock will automatically be combined and converted into one
share. This consolidation will reduce the number of shares of the Company’s outstanding Class A common stock from
approximately 28,841,007 to approximately 2,884,101. In addition, the exercise prices of and 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 that would hold a fractional share of common stock as a result of the Reverse Split
will have such fractional shares of common stock 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 that reflects 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. 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 Supermarket. 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 Stock Split, the effectiveness of the Certificate of Amendment, and the Company’s ability to regain
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 heading “Risk Factors”
discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K or any updates discussed
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
