STOCK TITAN

AiRWA Inc. (Nasdaq: YYAI) reshapes board, appoints new committee chair

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

Rhea-AI Filing Summary

AiRWA Inc. reported board changes, including the resignation of director Chenlong Liu on July 10, 2026, which was not due to any disagreement regarding operations, policies, or practices. The company’s common stock, par value $0.001 per share, trades on the Nasdaq Capital Market under the symbol YYAI.

On July 15, 2026, the Board appointed Chief Financial Officer Guibao Ji and Alejandro Quiles as directors. Quiles will chair the Compensation Committee and serve on the Nominating and Corporate Governance and Audit Committees, and has been determined to be an independent director under Nasdaq Rule 5605(a)(2) and SEC Rule 10A-3. AiRWA entered into Director Service and Indemnity Agreements with both appointees; Ji receives no additional compensation beyond his CFO pay, while Quiles will receive $15,000 per financial quarter for Board and committee service. The company states there are no family relationships or related-party transactions involving Ji or Quiles that are reportable.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Resignation effective date July 10, 2026 Effective date of director Chenlong Liu’s resignation from the Board
Director appointments date July 15, 2026 Date when Guibao Ji and Alejandro Quiles were appointed to the Board
Par value per share $0.001 Par value of AiRWA Inc. common stock
Quarterly director cash compensation $15,000 per financial quarter Cash compensation to Alejandro Quiles for Board and committee service, paid in arrear
independent director regulatory
"The Board has determined that Mr. Quiles is an independent director"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Nasdaq Rule 5605(a)(2) regulatory
"independent director as defined in Nasdaq Rule 5605(a)(2) and SEC Rule 10A-3"
SEC Rule 10A-3 regulatory
"independent director as defined in Nasdaq Rule 5605(a)(2) and SEC Rule 10A-3"
Director Service and Indemnity Agreement regulatory
"the Company entered into a Director Service and Indemnity Agreement (each, a “Director Agreement”)"
Item 404(a) of Regulation S-K regulatory
"no related-party transactions with regard to Mr. Ji or Mr. Quiles reportable under Item 404(a) of Regulation S-K"

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What board changes did AiRWA Inc. (YYAI) report in July 2026?

AiRWA Inc. reported that director Chenlong Liu resigned from the Board effective July 10, 2026, and on July 15, 2026 appointed CFO Guibao Ji and Alejandro Quiles as new directors, expanding and reshaping its board leadership and committee structure.

Did Chenlong Liu resign from AiRWA Inc. (YYAI) due to a disagreement?

No. AiRWA Inc. stated that Chenlong Liu did not resign because of any disagreement with the company regarding its operations, policies, or practices. This indicates his departure is not being attributed to internal disputes or governance conflicts by the company.

What roles will new director Alejandro Quiles hold at AiRWA Inc. (YYAI)?

Alejandro Quiles will serve as chairman of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee and the Audit Committee. The Board has determined that he qualifies as an independent director under Nasdaq and SEC rules.

How will AiRWA Inc. (YYAI) compensate director Alejandro Quiles?

AiRWA Inc. will pay $15,000 per financial quarter in cash compensation to Alejandro Quiles for his service on the Board and its committees. This amount is described as being paid in arrear under his Director Service and Indemnity Agreement.

Will AiRWA Inc. (YYAI) pay additional board compensation to CFO and director Guibao Ji?

No. The company explains that Guibao Ji will not receive additional compensation for Board service beyond his existing compensation as Chief Financial Officer. His terms are set out in a Director Service and Indemnity Agreement with AiRWA Inc.

Is new director Alejandro Quiles considered independent at AiRWA Inc. (YYAI)?

Yes. The Board determined that Alejandro Quiles is an independent director under Nasdaq Rule 5605(a)(2) and SEC Rule 10A-3. This status is important for committee service, particularly on the Audit and Compensation Committees under exchange and regulatory standards.
false 0001674440 0001674440 2026-07-10 2026-07-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

  

 

 

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

 

July 10, 2026

Date of Report (Date of earliest event reported)

 

AiRWA INC.

(Exact name of registrant as specified in its charter)

 

Delaware   1-41423   61-1789640
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

74 E. Glenwood Ave., #320

Smyrna, DE 19977

(Address of principal executive offices, including Zip Code)

 

(646) 453-0678

(Registrant’s telephone number, including area code)

 

 

(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, $0.001 par value   YYAI   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 (§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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 10, 2026, Chenlong Liu, a director of AiRWA Inc. (the “Company”), resigned from the board of directors of the Company (the “Board”), effective immediately. Mr. Liu did not resign on account of any disagreement with the Company on any matter relating to its operations, policies, or practices.

 

On July 15, 2026, in accordance with the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Guibao Ji, the Chief Financial Officer of the Company, and Alejandro Quiles to the Board.

 

Mr. Quiles will serve as the chairman of the Compensation Committee, and a member of the Nominating and Corporate Governance Committee and the Audit Committee. The Board has determined that Mr. Quiles is an independent director as defined in Nasdaq Rule 5605(a)(2) and SEC Rule 10A-3.

 

On the same day, the Company entered into a Director Service and Indemnity Agreement (each, a “Director Agreement”) with each of Mr. Ji and Mr. Quiles. Pursuant to their respective Director Agreements, Mr. Ji will not receive additional compensation, beyond his compensation as Chief Financial Officer, for his service on the Board, and Mr. Quiles will receive as compensation for his service on the Board and its committees cash compensation of $15,000 per financial quarter as payment in arrear.

 

The foregoing description of the terms of the Director Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Director Agreements filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

Family Relationships

 

Neither Mr. Ji nor Mr. Quiles has a family relationship with any of the current officers or directors of the Company.

 

Related-Party Transactions

 

There are no related-party transactions with regard to Mr. Ji or Mr. Quiles reportable under Item 404(a) of Regulation S-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.   Description
10.1   Director Service and Indemnity Agreement, July 15, 2026, by and between AiRWA Inc. and Guibao Ji
10.2   Director Service and Indemnity Agreement, July 15, 2026, by and between AiRWA Inc. and Alejandro Quiles
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

  AiRWA INC.
  a Delaware corporation
     
Dated: July 16, 2026 By: /s/ Thomas Tarala
   

Thomas Tarala

Chief Executive Officer

 

 

 

Filing Exhibits & Attachments

5 documents