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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):
July 22, 2026
SINGULARITY FUTURE TECHNOLOGY LTD.
(Exact name of registrant as specified in its charter)
| Virginia |
|
001-34024 |
|
11-3588546 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
48
Wall Street, Suite 1100
New
York, NY 10005
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: 702-849-4548
Not Applicable
(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 |
| Common stock, no par value |
|
SGLY |
|
The Nasdaq Stock Market LLC |
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, on June 30, 2026, the shareholders of Singularity Future Technology Ltd. (the “Company”) approved
at its annual meeting of shareholders an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect
a reverse stock split of the Company’s common stock by one of the following ratios: 1-for-5, 1-for-10, or 1-for-14, with such ratio
to be determined in the discretion of the board of directors of the Company (the “Board”) and with such action to be effected
at such time and date, if at all, as determined by the Board within one year after the conclusion of the annual meeting (the “Reverse
Stock Split”). On July 7, 2026, the Board fixed the Reverse Stock Split ratio at 1-for-14.
On July 22, 2026, the Company filed Articles of
Amendment to our Amended and Restated Articles of Incorporation with the Virginia State Corporation Commission (the “Articles of
Amendment”), which effect the Reverse Stock Split at a ratio of 1-for-14, and such Articles of Amendment will become effective as
of 12:01 a.m. ET on July 27, 2026 (the “Effective Time”).
As a result of the Reverse Stock Split, every
fourteen shares of Common Stock will be combined into one share of Common Stock and the total number of issued and outstanding ordinary
shares will be reduced from 12,556,650 shares to 896,904 shares. Shareholders who otherwise would be entitled to receive fractional shares
because they held a number of shares not evenly divisible by the ratio of the Reverse Stock Split will automatically be entitled to receive
the number of shares rounded up to the nearest whole number.
Trading of the Company’s common stock on
The Nasdaq Capital Market on a split-adjusted basis is expected to begin on July 27, 2026. The Company’s new Common Stock will continue
to be traded under the symbol SGLY, with the new CUSIP number, 82935V406. The Company’s shareholders should not send their share
certificates to the Company. Shareholders will be notified by the Company’s transfer agent, Transhare Corporation, regarding the
process for exchanging existing share certificates representing pre-split shares.
The above description of the Articles of Amendment
and the Reverse Stock Split is qualified in its entirety by reference to the Articles of Amendment, a copy of which is attached hereto
as Exhibit 3.1.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws.
The description of the Articles of Amendment and
the Reverse Stock Split set forth in Item 3.03 of this Current Report is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 3.1 |
|
Articles of Amendment to the Amended and Restated Articles of Incorporation of Singularity Future Technology Ltd. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto
duly authorized.
| Dated: July 23, 2026 |
Singularity Future Technology Ltd. |
| |
|
|
| |
By: |
/s/ Jia Yang |
| |
Name: |
Jia Yang |
| |
Title: |
Chief Executive Officer |
