UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number No. 001-42155
Ping An Biomedical Co., Ltd.
(Registrant’s Name)
22/F, China United Plaza
1002-1008, Tai Nan West Street
Cheung Sha Wan
Kowloon, Hong Kong
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Share Consolidation (Reverse Stock Split)
At the extraordinary general meeting (the “EGM”)
of shareholders of Ping An Biomedical Co., Ltd. (the “Company”) held on 18 March, 2026, at 9:00 a.m., Hong Kong Time,
the following matters, among others, were approved and authorized that with effect on a date within one (1) calendar year after the conclusion
of the EGM to be determined by the board of directors of the Company (the “Board”): (A) every one thousand (1,000)
then issued and unissued class A ordinary shares, or such lesser whole share amount of not being less than two (2) as the Board may determine
in its sole discretion, be consolidated into one (1) class A ordinary share (the “Consolidated Class A Share(s)”),
(B) every one thousand (1,000) then issued and unissued class B ordinary shares, or such lesser whole share amount of not being less than
two (2) as the Board may determine in its sole discretion, be consolidated into one (1) class B ordinary share (the “Consolidated
Class B Share(s)”); (C) all fractional entitlements to the issued Consolidated Class A Shares and Consolidated Class B Shares
resulting from the share consolidation will not be issued to the shareholders of the Company and instead, any fractional shares that would
have resulted from the share consolidation will be rounded up to the next whole number; and (D) the Board be authorized and directed to
do all such acts and things as it may consider necessary or desirable for the purpose of effectuating the share consolidation, including
determining the definitive ratio and the effective date of the share consolidation and any other changes to the Company’s authorized
share capital in connection with and as necessary to effect the share consolidation.
On August 6, 2026, the Board approved unanimously
a share consolidation at the ratio of forty (40)-for-one (1) (the “Share Consolidation” or the “Reverse Stock
Split”), to be effective on October 23, 2026 (the “Effective Date”), pursuant to which, on the Effective
Date, each 40 issued and unissued class A ordinary shares will be automatically combined into one class A ordinary share, and each 40
issued and unissued class B ordinary shares will be automatically combined into one class B ordinary share. Following the Share Consolidation,
the par value of each class A ordinary share and each class B ordinary share will be changed from $0.0000625 to $0.0025. All fractional
shares resulting from the Share Consolidation will not be issued to shareholders; instead, any fractional entitlements will be rounded
up to the next whole number.
As of the date hereof, the Company has 112,867,000 class A ordinary shares and 12,250,000 class B ordinary shares issued and outstanding.
Following the share consolidation, the Company expects to have approximately 2,821,675 class A ordinary shares and 306,250 class B ordinary
shares issued and outstanding, subject to adjustment for the rounding up of fractional shares.
The Company’s class A ordinary shares
will continue to trade on the Nasdaq Capital Market under the symbol “PASW” and are expected to begin trading on a
split-adjusted basis when the market opens on October 23, 2026. The new CUSIP number for the class A ordinary shares following the
Reverse Stock Split will be G5880S139.
Regulation FD Disclosure
On October 21, 2026, the Company issued a press release announcing
the Share Consolidation. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein
by reference.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This current report on Form 6-K and the press
release furnished as Exhibit 99.1 contain “forward-looking statements” within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking
statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Please refer
to the “Forward-Looking Statements” section in Exhibit 99.1 for additional information.
Exhibits
| Exhibit
No. |
|
Description
of Exhibit |
| 99.1 |
|
Press Release, dated October 21, 2026, announcing the Share Consolidation |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
PING AN
BIOMEDICAL CO., LTD. |
| |
|
|
| Date: October 21, 2026 |
By: |
/s/
Pijun Liu |
| |
Name: |
Pijun Liu |
| |
Title: |
Chairman of the Board of
Directors |
Exhibit 99.1
Ping An Biomedical Announces 1-for-40 Reverse
Stock Split
Class A Ordinary Shares Expected to Begin Trading
on a Split-Adjusted Basis on October 23, 2026
HONG KONG, October 21, 2026 — Ping An Biomedical
Co., Ltd. (Nasdaq: PASW) (“Ping An Bio” or the “Company”) announced that its board of directors has approved a
1-for-40 reverse stock split of the Company’s class A ordinary shares and class B ordinary shares.
The Company’s class A ordinary shares are
expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market at the opening of trading on October 23, 2026. The shares
will continue to trade under the ticker symbol “PASW.”
At the extraordinary general meeting (the “EGM”)
of shareholders of the Company held on 18 March 2026, at 9:00 a.m., Hong Kong Time, the following matters, among others, were approved
and authorized that with effect on a date within one (1) calendar year after the conclusion of the EGM to be determined by the board of
directors of the Company (the “Board”): (A) every one thousand (1,000) then issued and unissued class A ordinary shares, or
such lesser whole share amount of not being less than two (2) as the Board may determine in its sole discretion, be consolidated into
one (1) class A ordinary share (the “Consolidated Class A Share(s)”), (B) every one thousand (1,000) then issued and unissued
class B ordinary shares, or such lesser whole share amount of not being less than two (2) as the Board may determine in its sole discretion,
be consolidated into one (1) class B ordinary share (the “Consolidated Class B Share(s)”); (C) all fractional entitlements
to the issued Consolidated Class A Shares and Consolidated Class B Shares resulting from the share consolidation will not be issued to
the shareholders of the Company and instead, any fractional shares that would have resulted from the share consolidation will be rounded
up to the next whole number; and (D) the Board be authorized and directed to do all such acts and things as it may consider necessary
or desirable for the purpose of effectuating the share consolidation, including determining the definitive ratio and the effective date
of the share consolidation and any other changes to the Company’s authorized share capital in connection with and as necessary to
effect the share consolidation.
On August 6, 2026, the Board approved unanimously
a share consolidation at the ratio of forty (40)-for-one (1) (the “Share Consolidation” or the “Reverse Stock Split”),
to be effective on October 23, 2026 (the “Effective Date”), pursuant to which, on the Effective Date, each 40 issued and unissued
class A ordinary shares will be automatically combined into one class A ordinary share, and each 40 issued and unissued class B ordinary
shares will be automatically combined into one class B ordinary share. Following the Share Consolidation, the par value of each class
A ordinary share and each class B ordinary share will be changed from $0.0000625 to $0.0025. All fractional shares resulting from the
Share Consolidation will not be issued to shareholders; instead, any fractional entitlements will be rounded up to the next whole number.
As of the date hereof, the Company has
112,867,000 class A ordinary shares and 12,250,000 class B ordinary shares issued and outstanding. Following the share
consolidation, the Company expects to have approximately 2,821,675 class A ordinary shares and 306,250 class B ordinary shares
issued and outstanding, subject to adjustment for the rounding up of fractional shares. The new CUSIP number for the Company’s
class A ordinary shares following the reverse stock split will be G5880S139.
In connection with the Share Consolidation, the
Company amended and restated its memorandum and articles of association currently in effect to reflect the adjustment of the number of
authorized ordinary shares, the number of class A ordinary shares and class B ordinary shares of the Company and the par value. As advised
by our Cayman Islands counsel, Appleby, the Share Consolidation and the third amended and restated memorandum and articles of association
may need to be approved and ratified by shareholders at a general meeting.
About Ping An Biomedical Co., Ltd
Ping An Biomedical Co., Ltd. is a one-stop SCM
service provider in the apparel industry. It is also a forward-thinking company dedicated to delivering innovative solutions in healthcare
and biomedical technology.
For more information, please contact:
Ping An Biomedical Co., Ltd.
Email: corpsec@pingan365.vip
Celestia Investor Relations
Email: investors@celestiair.com
