[8-K] Taitron Components Inc Reports Material Event

Rhea-AI Filing Summary

NewGenIvf Group Limited (NIVF) has taken two capital-structure actions, as disclosed in its July 2025 Form 6-K.

First, on 4 July 2025 the Board filed an amendment to the company’s memorandum & articles of association, lifting the cap of 50 million shares and authorising an unlimited number of Class A ordinary shares, Class B ordinary shares and preferred shares. The amendment became effective upon filing with the British Virgin Islands registry and is attached as Exhibit 3.1.

Second, on 5 July 2025 the Board approved a 1-for-5 reverse stock split of all issued and unissued shares. No shareholder vote is required under BVI law or the company’s governing documents. The reverse split is targeted to become effective on or about 4 August 2025; NIVF’s Class A ordinary shares are expected to begin trading on Nasdaq on a post-split basis that same day. The split is expressly intended to help the company regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of US$1.00.

Key mechanics:

• Outstanding Class A shares will shrink from roughly 7,029,880 to 1,405,976.
• No fractional shares will be issued; holders entitled to a fraction will receive one whole post-split share.
• All options, warrants and other convertibles will be proportionally adjusted (÷5) and rounded to the nearest whole share.
• Par value remains nil; the M&A already allows unlimited authorised shares, so no further charter change is needed for the split.

Implications for investors: the reverse split should immediately increase the market price per share five-fold, aiding Nasdaq compliance, but it does not change the company’s underlying valuation. The newly unlimited authorised share count gives the Board broad flexibility for future equity issuance, which could be used for capital raising or acquisitions but also carries dilution risk.

Positive

• Nasdaq compliance strategy: The 1-for-5 reverse split is designed to lift the share price above US$1.00, reducing delisting risk.
• Administrative efficiency: Board may execute split without shareholder vote, allowing swift action before the compliance deadline.

Negative

• Dilution capacity: Authorising an unlimited number of shares enables significant future issuance that could dilute existing shareholders.
• Signal of price weakness: Reverse splits are often viewed as indicators of sustained low share prices and potential operational challenges.

Insights

Financial Analyst

TL;DR: Reverse split targets Nasdaq compliance; float shrinks to 1.4 M shares, but economic ownership unchanged.

The 1-for-5 reverse split is a technical move to lift NIVF’s per-share price above US$1.00 and avoid delisting. With only ~7.0 M shares pre-split, the float is already modest; post-split shares outstanding drop to ~1.4 M, which could increase volatility. Because par value is nil and ownership percentages are unchanged, the action is capital-neutral. The simultaneous authorisation of unlimited shares provides future financing flexibility but offsets any scarcity premium created by the split. Overall impact on near-term fundamentals is limited; investors should monitor whether the company issues additional shares once compliance is restored.

Corporate Governance Expert

TL;DR: Unlimited share authorisation empowers Board; dilution risk rises as shareholder oversight limited.

Board-driven charter amendments and the reverse split were executed without shareholder approval, permissible under BVI law but reducing investor checks and balances. Moving to an unlimited authorised share structure removes a traditional discipline that caps dilution. Coupled with the small post-split float, any sizeable secondary offering could materially affect existing holders. Governance risk is therefore elevated despite the operational need for Nasdaq compliance.

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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): June 30, 2025

TAITRON COMPONENTS INCORPORATED

(Exact name of registrant as specified in its charter)

California		0-25844		95-4249240
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

28040 WEST HARRISON PARKWAY, VALENCIA, california 91355

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (661) 257-6060

NONE

(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
Class A common stock		TAIT		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 30, 2025, the Company’s Board of Directors approved an aggregate compensation payment of approximately $1,600,000 to the Company’s employees located in the United States, including the payment of $568,750 to Stewart Wang, the Company’s Chief Executive Officer and President, and $359,450 to David Vanderhorst, the Company’s Chief Financial Officer. The payments were made in consideration of the Company’s modification of its severance policy and a 30% reduction in base salaries of all employees located in the United States.

Under the modified severance policy, employees in the United States are entitled to severance pay upon termination of employment in certain circumstances in an amount equal to one (1) week of the employee’s base salary for each year the employee is employed with the Company starting after June 30, 2025. Prior to the modification, employees in the United States were entitled to severance pay upon termination of employment in certain circumstances in an amount equal to one (1) month of the employee’s base salary for each year of employment.

Following the reduction in employees’ base salaries, effective July 1, 2025, the annual base salaries of Mr. Wang and Mr. Vanderhorst are $136,500 and $116,130, respectively.

ITEM  7.01  Regulation FD Disclosure

On June 30, 2025, the Company’s Board of Directors approved a modification of the Company’s dividend policy effectively reducing quarterly installment amounts by 30%. Under our modified policy, the Company will target a cash dividend to our stockholders in the amount of $0.14 per share per annum, payable in equal $0.035 per share quarterly installments. The Board of Directors did not declare a cash dividend at the time it modified the dividend policy. Future dividend declarations and the establishment of record and payment dates for such dividend payments, if any, are subject to the Board of Directors’ continuing determination that the dividend policy is in the best interests of the Company’s stockholders. The dividend policy may be suspended or cancelled at the discretion of the Board of Directors at any time.

Safe Harbor Statement

Statements contained in this report that state the Company’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Such statements include statements about the future payment of cash dividends, which may be suspended or cancelled by the Board of Directors at any time and for any reason. The payment of dividends will depend, in part, on the Company’s operational performance and financial condition. Other factors that could affect the payment of dividends include those mentioned in the documents that the Company has filed with the Securities and Exchange Commission.

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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.

	TAITRON COMPONENTS INCORPORATED
Dated: July 7, 2025	By:	/s/ Stewart Wang
		Stewart Wang
		Chief Executive Officer and President

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FAQ

Why is NewGenIvf (NIVF) implementing a 1-for-5 reverse stock split?

To raise the per-share price above US$1.00 and maintain Nasdaq listing compliance under Rule 5550(a)(2).

When will the NIVF reverse split take effect?

On or about 4 August 2025, after which the Class A shares will trade on a post-split basis.

How many NewGenIvf shares will be outstanding after the split?

Outstanding Class A shares will decrease from approximately 7,029,880 to about 1,405,976.

Will fractional shares be issued to NIVF investors?

No. Investors entitled to a fractional share will receive one whole post-split share instead.

What changes were made to NewGenIvf’s authorised share capital?

The cap of 50 million shares was removed; the company now has an unlimited number of authorised ordinary and preferred shares.

Do shareholders need to vote on the reverse split or charter amendment?

No. Under BVI law and the company’s M&A, the Board can enact both actions without shareholder approval.