Tian Ruixiang Hldgs Ltd SEC Filings

TIAN RUIXIANG Holdings Ltd and its subsidiary VitaCare Limited have formally terminated and rescinded a prior share exchange with Ren Talents Inc. The parties agreed to unwind the deal as if it never occurred and return all assets to their pre-transaction owners.

VitaCare will re-transfer 100% of Ren Talents Inc.’s equity to the original sellers, while all 3,211,010 TRX Class A ordinary shares issued for the deal and held in escrow will be returned to TRX and cancelled, reverting to authorized but unissued status. Both sides mutually release each other from claims, ring-fence liabilities, and confirm that TRX will file a Form 6-K and satisfy related PRC regulatory reporting.

TIAN RUIXIANG Holdings Ltd reported that Nasdaq has determined its shares met the “Low Priced Stocks Rule” for delisting after the closing bid stayed at or below $0.10 for ten consecutive trading days as of February 27, 2026. Trading on the Nasdaq Capital Market is scheduled to be suspended at the opening on March 5, 2026, with a Form 25-NSE to remove the shares from Nasdaq listing and registration. A Nasdaq Hearings Panel will review the company’s written response, which is due by March 10, 2026. The company is working with advisors to seek a stay or reinstatement of trading but notes there is no guarantee its shares will remain listed, and it is currently implementing a 1-for-50 reverse stock split of its ordinary shares.

TIAN RUIXIANG Holdings Ltd reported that Nasdaq has determined its shares met the “Low Priced Stocks Rule” for delisting after the closing bid stayed at or below $0.10 for ten consecutive trading days as of February 27, 2026. Trading on the Nasdaq Capital Market is scheduled to be suspended at the opening on March 5, 2026, with a Form 25-NSE to remove the shares from Nasdaq listing and registration. A Nasdaq Hearings Panel will review the company’s written response, which is due by March 10, 2026. The company is working with advisors to seek a stay or reinstatement of trading but notes there is no guarantee its shares will remain listed, and it is currently implementing a 1-for-50 reverse stock split of its ordinary shares.

TIAN RUIXIANG Holdings Ltd has approved a 1-for-50 reverse stock split of its Class A and Class B ordinary shares. As part of this action, the par value per share will rise from US$0.125 to US$6.25.

The reverse split is expected to become effective for Nasdaq trading during the week of March 16, 2026, when the shares will begin trading on a split-adjusted basis under the existing symbol “TIRX” and new CUSIP G8884K144. No fractional shares will be issued; any fractional entitlements will be rounded up to the nearest whole share.

TIAN RUIXIANG is an insurance broker in China, distributing property, casualty, health, life, and other insurance products through a China-based variable interest entity.

TIAN RUIXIANG Holdings Ltd held its annual general meeting of shareholders, where all resolutions on the agenda were approved with very high support from both Class A and Class B shareholders. The proposals included a share capital increase, amendments to the memorandum and articles of association, and authorizing the board to implement a reverse split.

Using this authority, the board approved a 1-for-50 reverse stock split of all authorized and issued Class A and Class B ordinary shares. Every fifty existing shares will be combined into one share, and any fractional shares will be rounded up to the next whole share. The reverse split is expected to become effective for trading on the Nasdaq Capital Market in or about early March 2026, and the Class A shares will continue to trade under the symbol TIRX with a new CUSIP to be announced.

TIAN RUIXIANG Holdings Ltd. reported changes and renewals in its board of directors. Mr. Ning Xue, an independent director, resigned effective January 19, 2026, coinciding with the expiration of his term. He stated he has no disagreement with the board and nothing related to his resignation that needs shareholder attention.

On January 28, 2026, the board appointed Mr. Peng Wang as a new independent director to fill the vacancy. He brings experience in general management, risk management, and investment and financing negotiations from several Chinese companies. The board also renewed the one-year terms of Ms. QinEr Zhou, Mr. Jingyu Li, and Mr. Yu He as directors, effective upon expiration of their current terms.

TIAN RUIXIANG Holdings Ltd reported that institutional investors purchased 15,560,000 Class A ordinary shares in a registered direct offering at $0.125 per share, providing approximately $1.95 million in gross proceeds before fees and expenses.

The company may sell up to an additional 72,000,000 Class A ordinary shares or pre-funded warrants under an option. Net proceeds are intended for working capital and general corporate purposes. Existing ordinary warrants held by the same investors had their exercise price reduced to $0.125 per share.

TIAN RUIXIANG Holdings Ltd (TIRX) received a Schedule 13G from Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC reporting a passive stake in its Class A ordinary shares. As of the close of business on February 4, 2026, the group may be deemed to beneficially own 10,100,615 Class A ordinary shares, representing approximately 9.99% of the class.

The reported position is entirely tied to derivative securities: warrants and an option held by Intracoastal. These include Class A shares issuable upon exercise of two warrants and 10,089,882 shares issuable upon exercise of an option acquired under a February 3, 2026 securities purchase agreement. Additional warrants and option shares are contractually blocked from exercise above specified 4.99% and 9.99% ownership limits, which cap the reportable stake. The filers certify the holdings are not for the purpose of changing or influencing control of the company.

TIAN RUIXIANG Holdings Ltd is offering 79,200,000 Class A ordinary shares (including up to 72,000,000 shares or pre-funded warrants under an investor option) at $0.125 per share in a primary, best-efforts placement. Univest Securities acts as exclusive placement agent.

The company expects net proceeds of about $9.0 million if investors fully exercise the option, or approximately $0.7 million without it, to be used for working capital and general corporate purposes. Class A shares outstanding would increase from 74,255,573 to up to 153,455,573 shares. The deal includes a 9.99% beneficial ownership cap on option exercises and allows pre-funded warrants instead of shares.

The filing highlights significant risks: a Nasdaq delisting threat due to the sub‑$1.00 bid price and “low priced stock” rules, extensive dilution and possible anti-dilution adjustments, a Cayman holding company and VIE structure exposing investors to PRC regulatory uncertainty, and potential HFCAA-related delisting if PCAOB inspection access changes.

TIAN RUIXIANG Holdings Ltd entered into a definitive agreement with certain investors for a registered direct offering of an aggregate of $900,000 of its Class A ordinary shares (or pre-funded warrants in lieu) at $0.125 per share.

The company and investors may conduct additional closings on or before the 30th calendar day after the initial closing for up to 1,000% of the number of shares under the agreement at the same price. TIAN RUIXIANG is also reducing the exercise price of previously issued Ordinary Warrants held by the same investors. Gross proceeds from the initial transaction are expected to be about $900,000, which the company plans to use for working capital and general corporate purposes.