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UbuyHoldings (UBYH) rebrands as Longevity Diversified after 1-for-10 split

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

Rhea-AI Filing Summary

UBuyHoldings, Inc. implemented a 1-for-10 reverse stock split and approved a corporate name change to Longevity Diversified Holdings, Inc. Shareholders and the board approved an amendment to the Articles of Incorporation to reclassify every 10 common shares into 1 share, reducing issued and outstanding common stock from 5,687,356,400 shares to 568,735,640 shares.

The reverse split became effective on July 2, 2026, with post-split trading on the OTC Markets beginning July 3, 2026 under symbol UBYH for a 20‑day period and a new CUSIP 90347T109. The name change to Longevity Diversified Holdings, Inc. is effective July 2, with a planned ticker change to LGVT after the 20 business‑day "D" suffix period. No fractional shares were issued, voting rights and par value were unchanged, and existing stock certificates remain valid.

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Insights

UBuyHoldings executes 1-for-10 reverse split and rebrand.

UBuyHoldings, Inc. completed a 1-for-10 reverse stock split effective July 2, 2026, cutting issued and outstanding common shares from 5,687,356,400 to 568,735,640. The split consolidates the share count without changing par value, voting rights, or overall ownership proportions.

The company is also changing its name to Longevity Diversified Holdings, Inc. with trading on the OTC Markets continuing under UBYH for 20 days before a planned change to LGVT. Existing certificates stay valid, and no fractional shares are created because entitlements are rounded up to whole shares.

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 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse split ratio 1-for-10 Fixed ratio for common stock reverse split
Shares outstanding before split 5,687,356,400 shares Common stock outstanding before reverse split
Shares outstanding after split 568,735,640 shares Common stock outstanding after reverse split
Effective date of reverse split July 2, 2026 Date reverse stock split became effective
Post-split trading start July 3, 2026 First OTC Markets trading date on post-split basis
New CUSIP 90347T109 CUSIP for common stock after reverse split
Planned ticker LGVT Ticker symbol planned after 20 business-day D-period
Reverse Stock Split financial
"to implement a reverse stock split of the Company’s common stock, par value $0.001 per share, at a fixed ratio of 1-for-10."
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Certificate of Amendment regulatory
"confirmation of acceptance of its filing of a certificate of amendment to the Articles (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
CUSIP market
"with a new CUSIP number. The new CUSIP number for the Common Stock following the Reverse Stock Split is 90347T109."
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
OTC Markets market
"the Company’s common stock began trading on the OTC Markets on a post-split basis at the open of trading on July 3, 2026"
Over-the-counter (OTC) markets are trading venues where buyers and sellers deal directly through dealers or electronic networks instead of on a formal exchange; think of a neighborhood flea market versus a supermarket. They matter to investors because OTC-listed stocks often represent smaller or international companies with fewer reporting requirements, which can mean lower liquidity, wider price swings and higher risk but sometimes earlier access to growth opportunities.
Emerging growth company regulatory
"or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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FAQ

What reverse stock split did UBuyHoldings (UBYH) implement?
UBuyHoldings implemented a 1-for-10 reverse stock split of its common stock. Every ten issued and outstanding shares were reclassified into one share, reducing the share count from 5,687,356,400 to 568,735,640 while keeping par value and voting rights unchanged for shareholders.

When did the UBuyHoldings (UBYH) reverse stock split become effective?
The reverse stock split became effective on July 2, 2026. UBuyHoldings’ common stock began trading on a post-split basis on the OTC Markets at the open of trading on July 3, 2026, reflecting the new consolidated share structure approved by shareholders and the board.

How did the UBuyHoldings (UBYH) reverse split affect outstanding shares?
The reverse split reduced outstanding common shares from 5,687,356,400 to 568,735,640. This reflects the 1-for-10 exchange ratio, where each block of ten pre-split shares became one post-split share, with no change to individual voting rights or par value per share.

What corporate name change did UBuyHoldings (UBYH) approve?
UBuyHoldings approved changing its name to Longevity Diversified Holdings, Inc. The name change is effective July 2, 2026. Existing stock certificates remain valid, while any newly issued certificates will carry the Longevity Diversified Holdings, Inc. name going forward.

How is the UBuyHoldings (UBYH) ticker and CUSIP changing after the split?
The stock trades under UBYH with a “D” suffix for 20 business days, then plans to change to LGVT. Following the reverse split, the new CUSIP for the common stock is 90347T109, aligning with the post-split capitalization and upcoming rebranding.

Were fractional shares issued in the UBuyHoldings (UBYH) reverse split?
No fractional shares were issued in the reverse split. Any shareholder entitlement to a fractional share was rounded up to the next highest whole share at the participant level, simplifying account holdings while maintaining shareholder interests after the 1-for-10 consolidation.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 2, 2026

 

UBUYHOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada   000-56836   87-0435741

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

300 Mamaroneck Ave, Apt. 201

White Plains, New York 10605
(Address of principal executive offices) (Zip Code)

 

(646) 768-8417

(Registrant’s telephone number, including area code)

 

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: None

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

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 a 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. ☐

 

 

 

 

 

 

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

 

Information included in this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information may involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance, or achievements of UBuyHoldings Inc. (herein referred to as the “Company” or “Registrant”) to be materially different from future results, performance, or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe the Company’s future plans, strategies, and expectations, are generally identifiable using the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. The Company’s actual results could differ materially from those expressed or implied by the for ward-looking statements due to various factors. Except as required by applicable laws, the Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

Item 3.03 Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

 

Item 5.03 Amendments to Articles of Incorporation or Name Change and Reverse Stock Split.

 

Reverse Stock Split

 

On May 4, 2026, the Board of Directors and shareholders owning a majority of the Company’s issued and outstanding common stock approved an amendment to the Company’s Articles of Incorporation (the “Articles”) to change the Company’s name and to implement a reverse stock split of the Company’s common stock, par value $0.001 per share, at a fixed ratio of 1-for-10.

 

On June 29, 2026, the Company received confirmation of acceptance of its filing of a certificate of amendment to the Articles (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada, to implement a 1-for-10 reverse split of the Company’s common stock (the “Reverse Stock Split”). The Reverse Stock Split became effective as of July 2, 2026, and the Company’s common stock began trading on the OTC Markets on a post-split basis at the open of trading on July 3, 2026, with a new CUSIP number. The trading symbol for the Company’s common stock will be “UBYH” for a period of 20 days.

 

The new CUSIP number for the Common Stock following the Reverse Stock Split is 90347T109. Upon effectiveness of the Reverse Stock Split, every ten (10) shares of the Company’s issued, and outstanding Common Stock were reclassified and combined into one (1) share of Common Stock. Accordingly, the number of issued and outstanding shares of Common Stock of the Company was reduced from 5,687,356,400 shares before the Reverse Stock Split to 568,735,640 shares after the Reverse Stock Split. No fractional shares were issued; instead, any fractional entitlement was rounded up to the next highest whole number at the participant level. The Reverse Stock Split did not alter the par value of the Company’s common stock or modify any voting rights or other terms of the common stock.

 

The shares will remain in certificate form. All existing certificates will still be valid; however, the books and records of the transfer agent will reflect the post-share amount for each certificate

 

Name Change

 

On May 4, 2026, the Board of Directors and shareholders owning a majority of the Company’s issued and outstanding common stock approved an amendment to the Company’s Articles of Incorporation (the “Certificate of Amendment”) to change the name of the Company from “UbuyHoldings, Inc.” to “Longevity Diversified Holdings, Inc.” effective on July 2.

 

For a reverse or forward split, a “D” will be placed on our UBHY ticker symbol for 20 business days. At the conclusion of 20 business days, the ticker symbol will be changed to LGVT, subject to confirmation that the symbol remains available

 

1

 

 

Existing stock certificates representing shares of the Company’s common stock will not be affected by the Name Change and will not need to be exchanged. Any new stock certificates issued will bear the name “Longevity Diversified Holdings, Inc.”

 

The above description of the Certificate of Amendment, the Name Change and the Reverse Stock Split is a summary of the material terms thereof and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1, as filed with the Secretary of State of the State of Nevada on June 29, 2026.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

To the extent required by Item 5.07 of Form 8-K, the information regarding the Name Change and the Reverse Stock Split contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number

  

Description

3.1   Certificate of Amendment to the Articles of Incorporation.
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.

 

Dated: July 6, 2026 UBUYHOLDINGS, INC.
     
  By: /s/ John Tan Honjian
    John Tan Honjian
    Chairman and CEO

 

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Source: View Original Filing on SEC EDGAR

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