[Form 5] Paychex Inc Annual Statement of Beneficial Ownership

Rhea-AI Filing Summary

Graphjet Technology (GTI) has issued a Definitive Proxy Statement for an Extraordinary General Meeting (EGM) on 30 July 2025. The Board is asking shareholders to approve four inter-related proposals designed to preserve the company’s Nasdaq listing and streamline its capital structure.

• Proposal 1 – Share Capital Reorganization: consolidate all existing Class A, Class B and Preference Shares into a single class of 500 million Class A shares (US$0.0001 par). Authorised capital remains US$50,000.
• Proposal 2 – Share Consolidation (Reverse Split): a 1-for-50 to 1-for-150 consolidation (exact ratio at Board discretion) to be effected on or before 13 Aug 2025. Fractional shares will be rounded up; the Board may use reserves to fund rounding.
• Proposal 3 – Charter Amendment: adopt amended & restated Memorandum and Articles of Association reflecting the new single-class structure and reverse split.
• Proposal 4 – Adjournment: allow adjournment if additional time is needed for solicitation or if proposals become unnecessary.

Strategic Rationale: Management states the actions are critical to regaining compliance with multiple Nasdaq deficiencies:

• Minimum bid price (<$1 since 21 Feb 2025; deadline 20 Aug 2025)
• Market value of listed securities (<$50 m since 5 Mar 2025; deadline 1 Sep 2025)
• Market value of publicly-held shares (<$15 m since 25 Apr 2025; deadline 22 Oct 2025)
• Late SEC filings: Form 10-K (Q3 2024) and Forms 10-Q (FY 2024 & Q1 2025) remain outstanding, prompting Nasdaq delisting proceedings. A hearing is scheduled for 17 July 2025; trading is stayed pending the outcome.
• Additional deficiency: bid price fell below US $0.10 for ten consecutive days (notice received 18 Jun 2025).

Consequences if not approved: GTI warns that failure to pass the proposals could lead to delisting, reduced liquidity, “penny stock” status, higher financing costs and restricted access to capital markets.

Voting mechanics: Record date is 3 July 2025. A simple majority is required for Proposals 1, 2 & 4; Proposal 3 needs a two-thirds majority. Brokers may vote at their discretion, but shareholders are urged to submit proxies promptly.

Capitalization snapshot: 148,037,022 Class A shares outstanding; no Class B or Preference shares issued. A single shareholder, Aiden Lee Ping Wei, controls 68 % (incl. warrants for 29 m shares).

The proxy does not include financial results, cash balances or earnings guidance.

Positive

• Comprehensive reverse-split authority (1-for-50 to 1-for-150) provides flexibility to lift share price above Nasdaq’s US$1 minimum.
• Single-class capital structure simplifies governance and eliminates preferential share classes.
• Fractional shares rounded up, preventing shareholder loss and reducing administrative complexity.
• Board unanimous support signals cohesive governance response to listing threats.

Negative

• Multiple Nasdaq deficiencies (bid price, MVLS, MVPHS, delayed filings) place GTI at immediate risk of delisting.
• Delinquent SEC reports (10-K and two 10-Qs) indicate internal-control weaknesses and regulatory non-compliance.
• Hearing on 17 July 2025 could still result in suspension despite proxy approval.
• Shareholder concentration: a single investor controls 68 % of outstanding shares, limiting float and amplifying governance risk.
• Reverse split may not sustain price if fundamentals or liquidity do not improve, potentially eroding shareholder value.

Insights

Securities Analyst

TL;DR: Reverse split aims to avoid Nasdaq delisting, but execution and filings risk keep outlook neutral.

GTI’s proposals are a textbook response to bid-price and market-value deficiencies: consolidate shares, collapse multiple classes and amend governing documents. A ratio window (1-for-50 → 1-for-150) gives flexibility to target a post-split price comfortably above US$1 while limiting shareholder dilution. Rounding up fractional shares reduces administrative friction.

The strategy is necessary but not sufficient. Compliance still hinges on: (1) filing three delinquent reports; (2) lifting MVLS/MVPHS above Nasdaq thresholds; and (3) prevailing in the 17 July hearing. Delisting risk remains high until those hurdles clear. From a valuation angle, a reverse split does not change fundamentals and can signal distress, potentially pressuring the post-split price. Concentrated ownership (68 % held by one individual) further limits float and may challenge liquidity even after consolidation. I view the proposals as operationally positive, sentiment-neutral; impact rating 0.

Corporate Governance Expert

TL;DR: Governance fixes help, but chronic filing lapses and multiple Nasdaq notices pose serious downside.

The board is proactively seeking shareholder approval to re-tool the capital structure and regain listing compliance—actions aligned with fiduciary duty. Yet persistent reporting delays reveal weaknesses in internal controls. Four separate Nasdaq notices—including failure to meet the critical US$0.10 bid floor—highlight escalating risk. A forced delisting would erode shareholder rights, limit access to public markets and potentially trigger covenant breaches in unseen agreements.

The proxy provides detailed mechanics but omits a turnaround timetable for overdue SEC reports, leaving investors in the dark on remediation progress. Given the magnitude of compliance issues, I assign an impact rating of –1; governance measures are outweighed by existing deficiencies.

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0362
Estimated average burden
hours per response:			1.0

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Argiropoulos Mason

(Last) (First) (Middle)

911 PANORMA TRAIL SOUTH

(Street)

ROCHESTER NY 14625

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PAYCHEX INC [ PAYX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Chief HR Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
05/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock							2,096	D
Common Stock ESPP							70(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$122.45						04/15/2025	04/14/2034	Common Stock	1,006		1,006	D
Stock Option	$121.63						07/14/2025	07/15/2034	Common Stock	11,909		11,909	D

Explanation of Responses:

1. ESPP balance as of May 31, 2025.

	Prabha S. Bhandari, Attorney-in-fact	07/11/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why is Graphjet Technology (GTI) proposing a reverse split?

To raise its share price above US$1 and regain compliance with Nasdaq Listing Rule 5550(a)(2).

What split ratio might be used for GTI’s Class A shares?

The Board can select any ratio between 1-for-50 and 1-for-150 before 13 Aug 2025.

When and how can shareholders vote on the proposals?

The virtual EGM is on 30 July 2025 at 9 a.m. EST. Holders of record as of 3 July 2025 may vote online, by phone or by mailed proxy.

What Nasdaq deficiencies does GTI face?

Deficiencies include minimum bid price (<US$1), MVLS (<US$50 m), MVPHS (<US$15 m) and late SEC filings, plus a sub-US$0.10 bid-price breach.

How many shares are currently outstanding?

GTI has 148,037,022 Class A shares outstanding; no Class B or Preference shares.

Will fractional shares be paid in cash?

No. Any fractional entitlements will be rounded up to the nearest whole share at the company’s expense.