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SolarMax Technology (Nasdaq: SMXT) sets 1-for-12 reverse stock split

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SolarMax Technology, Inc. approved a one-for-12 reverse split of its common stock. The board of directors approved this action on July 26, 2026, affecting shares of common stock with a par value of $0.001 per share.

In connection with the reverse split, the authorized shares of common stock will be reduced from 297,225,000 to 24,768,750. Fractional shares resulting from the reverse split will not be issued; instead, holders will receive cash in lieu of fractional shares based on the closing price on the effective date, consistent with Nevada law when authorized shares are reduced in the same ratio as the split.

Positive

  • None.

Negative

  • None.

Filing Explained

The approved reverse split can be authorized without stockholder approval; its mechanics change share count and per-share pricing, not company value by themselves.

At the board-approval stage dated July 26, 2026, the one-for-12 action would consolidate each holder’s shares and proportionally raise the per-share price; the split itself does not change company value.

The company states that Nevada law permits board authorization without stockholder approval when the authorized common-share count is reduced in the same ratio.

Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse split ratio one-for-12 Board-approved reverse split of common stock
Authorized shares before change 297,225,000 shares Authorized common stock prior to reduction
Authorized shares after change 24,768,750 shares Authorized common stock following one-for-12 reverse split
reverse split financial
"approved a one-for-12 reverse split of its common stock"
A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.
authorized shares financial
"a reduction in the number of authorized shares of common stock from 297,225,000"
Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.
fractional share financial
"will pay cash in lieu of fractional share based on the closing price"
A fractional share is a portion of a single stock that is worth less than one full share, like owning a slice of a pizza instead of the whole pie. It lets investors buy and hold part of expensive stocks or spread small amounts of money across many companies, which helps with diversification and regular investing; dividends and price changes affect fractional shares proportionally, though some rights and trading rules can vary by provider.
Material Modification to Rights of Security Holders regulatory
"Item 3.03 Material Modification to Rights of Security Holders"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What reverse stock split did SolarMax Technology (SMXT) approve?
SolarMax Technology approved a one-for-12 reverse split of its common stock. Each block of 12 existing shares will be consolidated into one share, changing the share count but not, by itself, the company’s overall market value.

How will SolarMax Technology (SMXT) change its authorized common shares?
The company will reduce authorized common shares from 297,225,000 to 24,768,750. This reduction matches the one-for-12 reverse split ratio, aligning the authorized share level with the smaller post-split share structure under Nevada corporate law.

How will SolarMax Technology (SMXT) handle fractional shares from the reverse split?
SolarMax Technology will pay cash in lieu of fractional shares created by the reverse split. The cash amount will be based on the closing price of the common stock on the effective date of the split, instead of issuing partial shares.

Did SolarMax Technology (SMXT) need stockholder approval for the reverse split?
Under Nevada law, the board can authorize a reverse split without stockholder approval if authorized shares are reduced in the same ratio. SolarMax’s board used this provision, approving both the one-for-12 split and the proportional reduction in authorized shares.

When did SolarMax Technology’s (SMXT) board approve the reverse split?
The board of directors approved the reverse stock split on July 26, 2026. The same decision also authorized cutting the number of common shares the company is allowed to issue, aligning authorized shares with the new post-split capital structure.

 

 

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 28, 2026 (July 26, 2026)

 

SolarMax Technology, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

001-41959

 

26-2028786

(State or other jurisdiction of

incorporation or organization)

 

(Commission

file number)

 

(IRS Employer

Identification No.)

 

3080 12th Street

Riverside, California 92507

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (951) 300-0788

 

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 obligations 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, par value $0.001 per share

 

SMXT

 

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 Modification to Rights of Security Holders.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On July 26, 2026, the board of directors of SolarMax Technology, Inc. (the ”Company”) approved a one-for-12 reverse split of its common stock and a reduction in the number of authorized shares of common stock from 297,225,000 shares to 24,768,750. The Company will pay cash in lieu of fractional share based on the closing price of the common stock on the effective date of the reverse split. Under Nevada law, the board of directors can authorize a reverse split of the common stock without stockholder approval if the authorized common stock is reduced in the same ratio as the reverse split.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
2

 

 

SIGNATURE

 

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.

 

 

SolarMax Technology, Inc.

 

 

 

 

 

 

By:

/s/ David Hsu

 

 

 

David Hsu

 

 

 

Chief  Executive Officer

 

 

 

 

 

Dated: July 28, 2026

 

 

 

 
3

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

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