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Maison Solutions Inc. 8-K Filings

MSS NASDAQ

Every 8-K that Maison Solutions Inc. (MSS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow MSS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MSS filings page.

Rhea-AI Summary

Maison Solutions Inc. (MSS) disclosed that on August 20, 2026 it received a Nasdaq staff notice that the company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it did not timely file its Form 10-K for the fiscal year ended April 30, 2026. The notice has no immediate effect on the listing of the Class A common stock, which continues to trade on The Nasdaq Capital Market under the symbol MSS.

Maison Solutions has 60 calendar days, until October 19, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to February 9, 2027 to regain compliance; if not, the company can appeal to a Nasdaq Hearings Panel. The company states it is working diligently to complete the Form 10-K and to regain compliance.

Rhea-AI Summary

Maison Solutions Inc. entered a Formation, Subscription and Software Contribution Agreement to create a Hong Kong company, Maison AI Limited, focused on artificial-intelligence software for grocery retail and supply-chain applications. At closing, Maison’s subsidiary AZLL LLC will receive 200 of 222 ordinary shares, about 90.09%, for contributing software.

The contributed Drem merchandise-display system and WSYQR supply-chain system are valued at US$2,000,000. Hangzhou Shengxianbao Technology and Yiwu Yanghan E-Commerce will each buy 11 shares, about 4.96%, for US$110,000 each, paid in six monthly installments starting around September 1, 2026. Maison and its subsidiaries will keep a perpetual, non-exclusive, royalty-free license to use the software internally. Closing requires customary conditions, including incorporation, consents and a shareholders agreement, and may be terminated if not completed by March 31, 2027.

Rhea-AI Summary

Maison Solutions Inc. announced that Nasdaq has confirmed the company regained compliance with the annual meeting requirement under Nasdaq Listing Rule 5620(a), and Nasdaq considers the matter closed. The company’s Class A common stock continues to be listed and traded on the Nasdaq Capital Market under the symbol MSS.

Nasdaq had previously notified the company on May 6, 2026 that it was not in compliance with Listing Rule 5620(a) because it had not held an annual meeting of stockholders within one year after its fiscal year ended April 30, 2026. The company held its Annual Meeting of Stockholders on July 22, 2026 and, after reporting voting results on July 23, 2026, received a July 24, 2026 letter from Nasdaq staff confirming that compliance had been regained.

Rhea-AI Summary

Maison Solutions Inc. held its annual meeting of stockholders on July 22, 2026. Holders of Class A common stock had one vote per share and holders of Class B common stock had ten votes per share as of the June 22, 2026 record date.

Stockholders elected five directors to serve until the next annual meeting or until successors are duly elected and qualified: John Xu (3,813,233 votes for, 57,937 withheld, 425,110 broker non-votes), Alexandria M. Lopez (3,806,629 for, 64,541 withheld, 425,110 broker non-votes), Mark Willis (3,807,770 for, 63,400 withheld, 425,110 broker non-votes), Bin Wang (3,811,731 for, 59,439 withheld, 425,110 broker non-votes) and Dr. Xiaoxia Zhang (3,813,380 for, 57,790 withheld, 425,110 broker non-votes).

Stockholders also ratified the selection of Kreit & Chiu CPA LLP as independent certified public accountants for the fiscal year ending April 30, 2027, with 4,211,716 votes for, 79,093 against, 5,471 abstentions and no broker non-votes.

Rhea-AI 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.

Rhea-AI Summary

Maison Solutions Inc. disclosed that it has entered into and closed an Equity Purchase Agreement to sell its 91.67% equity interest in Super HK of El Monte, Inc. to DNL Management Inc. for $1.00.

The buyer acquired the stake on an “as-is, where-is” basis and assumed all debts, obligations, and liabilities of Super HK of El Monte, whether known or unknown and whether arising before, on, or after closing. The transaction closed on July 2, 2026, the same day the board approved the agreement.

For economic allocation between the parties, the sale is deemed effective as of 12:01 a.m. Pacific Time on April 30, 2026, although legal title transferred on the closing date. The agreement includes customary representations, warranties, and covenants and is filed as an exhibit.

Rhea-AI Summary

Maison Solutions Inc. is divesting the assets and operations of its San Gabriel and Monrovia grocery stores under an Asset Purchase Agreement for an aggregate purchase price of $4,500,000, excluding inventory, allocated $2,250,000 to each location.

The buyers will pay for the store assets in a lump sum on or before December 31, 2026 if financing is funded by then, or through two secured promissory notes of $2,240,000 each bearing 10% annual interest starting January 1, 2027, with higher default interest on unpaid amounts after September 30, 2027.

Maison Solutions describes these stores as loss-generating and says the divestiture is part of a strategic realignment to reduce underperforming operations, improve operating efficiency and cash-flow, and refocus resources on higher-value opportunities in food retail, supply chain operations, and technology- and AI-enabled growth.

Rhea-AI Summary

Maison Solutions Inc. filed a current report describing a new, non-binding strategic collaboration with SupplyAi and MiniMax to explore AI-native solutions for the North American food retail and supply chain industry. The effort targets workflow automation, operational visibility, and data-driven decision-making across retail, wholesale, procurement, inventory, and logistics.

Under the contemplated framework, Maison Solutions will act as a strategic supporter and ecosystem enabler, SupplyAi will lead AI product development and commercialization planning, and MiniMax will provide multimodal, agentic AI models and infrastructure. The framework does not obligate any party to funding, services, exclusivity, or definitive commercial arrangements; any actual projects or deployments would require separate written agreements.

Rhea-AI Summary

Maison Solutions Inc. reported that Nasdaq has confirmed the company has regained compliance with the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). This means Maison Solutions’ Class A common stock will continue to be listed and traded on the Nasdaq Capital Market.

The company had previously received a deficiency notice on July 10, 2025 and was granted up to two 180-day periods, through July 6, 2026, to regain compliance. Nasdaq’s written notice on May 11, 2026 states the matter is now closed.

Rhea-AI Summary

Maison Solutions Inc. reported that it received a notice from Nasdaq stating it is not in compliance with Nasdaq Listing Rule 5620(a) because it did not hold an annual stockholders’ meeting within one year of its fiscal year ended April 30, 2026.

The company has 45 days from the May 6, 2026 notice to submit a plan to regain compliance and, if Nasdaq accepts the plan, could receive up to 180 days from the fiscal year end to cure the deficiency. Maison Solutions plans to submit the required plan and hold its annual meeting as soon as practicable.

Rhea-AI Summary

Maison Solutions Inc. is implementing a 1‑for‑10 reverse stock split of its Class A common stock, effective at 12:01 a.m. Eastern Time on April 24, 2026, to help meet Nasdaq’s $1.00 minimum bid price requirement.

Every 10 outstanding shares will automatically convert into 1 share, with no fractional shares issued; any fractional amounts will be rounded up to the nearest whole share. The company states that authorized share counts and par values for common and preferred stock will remain unchanged, and each holder will keep the same ownership percentage immediately after the split.

Outstanding Class A common shares are expected to be reduced from approximately 28,841,007 to approximately 2,884,101, and the stock will continue trading on the Nasdaq Capital Market under the symbol MSS with a new CUSIP number 560667305.

Rhea-AI Summary

Maison Solutions Inc. approved and implemented a 1-for-10 reverse stock split of its Class A common stock. The move is intended to increase the share price above $1.00 per share to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires at least ten consecutive trading days at or above that level.

Before the amendment, the company had 97,000,000 shares of common stock authorized, with 27,451,517 shares issued and outstanding. Upon effectiveness of the reverse split, these outstanding shares convert into approximately 2,745,151 shares. Authorized share counts and par values for both common and preferred stock remain unchanged.

No fractional shares will be issued; any fractional position is rounded up to the nearest whole share. Outstanding warrants, options, and other convertible or exercisable securities are adjusted proportionally in both share amounts and exercise or conversion prices so that holders keep the same economic interest.

Rhea-AI Summary

Maison Solutions Inc. disclosed that it entered into and simultaneously closed a Buy-Sell Agreement with JC Business Guys, Inc. on January 31, 2026. Under this agreement, Maison Solutions sold its 49% ownership interest in HKGF Market of Arcadia, LLC to the buyer for cash consideration of $1.00.

The transaction was approved by the Board of Directors on January 27, 2026 and includes customary representations, warranties, mutual indemnification obligations, and a release by the buyer of Maison Solutions and its affiliates from certain claims. The company characterizes this as a completed disposition of assets tied to that ownership stake.

Rhea-AI Summary

Maison Solutions Inc. reported that Nasdaq has granted it an additional 180 calendar days, until July 6, 2026, to regain compliance with Nasdaq’s minimum bid price rule, which requires its Class A common stock to maintain a closing bid of at least $1.00 per share. The company can regain compliance at any time during this extended period if its closing bid price is at or above $1.00 for at least ten consecutive business days. Maison Solutions states that it is closely monitoring its share price and is considering all available options to address the deficiency, including a potential reverse stock split.

Rhea-AI Summary

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.

Rhea-AI Summary

Maison Solutions Inc. entered into a material financing transaction by completing the initial closing under a Securities Purchase Agreement with an institutional investor. The company issued an initial senior secured convertible promissory note with a principal amount of $3,000,000 for a purchase price of $2,745,000. According to the agreement, approximately 90% of the net proceeds from this note will be used to acquire World Coin (WLD) as a treasury asset on the company’s balance sheet.

The Initial Note bears interest at 8% per year, matures on October 1, 2027, and starts monthly interest payments on November 1, 2025, payable in cash or, subject to conditions, in Class A Common Stock. It is initially convertible at $1.0289 per share with a conversion floor price of $0.2058 per share, and includes a 4.99% Beneficial Ownership Limitation that can be increased to 9.99% with 61 days’ notice. The note contains customary default provisions, an alternate conversion price based on recent trading prices, and allows redemptions at 125% of the outstanding balance in specified default and change of control situations or at the company’s option with advance notice.

Rhea-AI Summary

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.

Rhea-AI Summary

Maison Solutions Inc. reported that subsidiaries Lee Lee Oriental Supermart, LLC and AZLL LLC closed a secured business loan with Royal Business Bank for $5,250,000. The promissory note carries a 7.5% annual interest rate, with monthly principal and interest payments of $91,039.77 and a final balloon payment of $1,139,916.57 due at maturity on September 5, 2030. The loan is secured by substantially all assets of Lee Lee and is personally guaranteed by CEO John Xu and his spouse, with additional real property pledged. Proceeds were used to retire remaining secured debt from the approximately $22.2 million acquisition of Lee Lee International Supermarkets completed earlier.

Rhea-AI Summary

Maison Solutions Inc. filed an 8-K reporting that it has attached two amendments to existing employment agreements: one with John Xu, who serves as Chief Executive Officer, Chairman and President, and one with Alexandria Lopez. Both amendments are dated August 28, 2025 and are filed as exhibits to the report. The filing identifies the company’s class A common stock trading under the symbol MSS on The Nasdaq Stock Market and lists the exhibit numbers for the two agreement amendments.

Rhea-AI Summary

On August 13, 2025, Maison Solutions Inc. reported that its Audit Committee, after discussions with management and independent auditor Kreit & Chiu CPA LLP, concluded certain previously issued financial statements should no longer be relied upon due to accounting errors under US GAAP. The company restated the impacted financial statements for the period and disclosed the effects in its 2025 annual report.

The Restatement increased the reported cash balance by $2,074,298 related to the April 2024 acquisition of Lee Lee Oriental Supermart, Inc., and decreased goodwill by the same amount. The company says the correction relates solely to cash accounting in the consolidated balance sheets and cash flow statements as of April 30, 2024, and does not affect reported loss from operations, non-GAAP metrics, financial-covenant compliance, or incentive compensation. Management and the Audit Committee concluded the misstatements were unintentional.