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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
May
14, 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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
May 15, 2026, AiRWA Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Incorporation of the
Company, as amended, with the Secretary of State of the State of Delaware, to effect a reverse stock split of the Company’s common
stock, par value $0.001 (the “Common Stock”) at a ratio of 1-for-40 (the “Reverse Stock Split”),
which became effective on May 18, 2026, at 12:01 a.m., Eastern time.
The
terms of the Reverse Stock Split are such that every forty shares of the Company’s issued and outstanding Common Stock will be
automatically combined into one issued and outstanding share of Common Stock, without any change in par value per share. No fractional
shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fraction of one share
as a result of the Reverse Stock Split instead will receive one whole share of Common Stock in lieu of such fractional share. The Reverse
Stock Split does not otherwise modify any rights or preferences of the Company’s Common Stock.
Effective
at market open on May 18, 2026, the Common Stock began trading on a split-adjusted basis on The Nasdaq Capital Market. The new CUSIP
number for the Common Stock following the Reverse Stock Split is 831445606.
The
foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and
is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit
3.1 and incorporated herein by reference.
Item
7.01 Regulation FD Disclosure
On
May 14, 2026, the Company issued a press release related to the information described in Item 5.03 above. A copy of the press release
is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information contained in this Item 7.01 and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing with the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, whether made
before or after the date hereof and irrespective of any general incorporation language in any filings.
Item
9.01 Financial Statements and Exhibits.
The
following exhibits are furnished with this Form 8-K:
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Certificate of Incorporation |
| 99.1 |
|
Press Release date May 14, 2026 |
| 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:
May 19, 2026 |
By: |
/s/
Thomas Tarala |
| |
|
Thomas
Tarala
Chief
Executive Officer |
Exhibit
99.1
AiRWA
Inc. Announces 1-for-40 Reverse Split
Smyrna,
Delaware — May 14, 2026 (GLOBE NEWSWIRE) — AiRWA Inc. (Nasdaq: YYAI) (the “Company”) announces that, as previously
approved by the stockholders of the Company, it will implement a 1-for-40 reverse stock split of its outstanding shares of common stock
(the “Reverse Split”), effective at the opening of trading on May 18, 2026.
On
April 17, 2026, in the 2026 annual meeting of stockholders, the stockholders approved one or more reverse stock splits of our common
stock over the course of the next two years at a ratio within a range of 1-for-40 to 1-for-800, with the specific ratio and date of any
such reverse stock split to be determined by the Board of Directors. The Company’s Board of Directors approved the reverse stock
split at the ratio of 1-for-40.
Following
the Reverse Split, every 40 shares of issued and outstanding common stock will automatically be combined and converted into one share.
This consolidation will reduce the number of shares of the Company’s outstanding common stock from approximately 42,142,432 to
approximately 1,053,561. No fractional shares will be issued. Instead, stockholders will receive a rounded up whole share in place of
any fractional share that would have been created by the Reverse Split. ClearTrust, LLC will act as the exchange agent for the Reverse
Split and will provide stockholders with a transaction statement that reflects their post-split shareholdings. The number of authorized
shares of common stock and the par value per share will remain unchanged. The Company’s common stock will continue trading under
the same Nasdaq ticker symbol (YYAI), with a new CUSIP number, 831445606.
The
reverse stock split will not affect the number of authorized shares of Common Stock or the par value of the Common Stock. The reverse
stock split will not modify any rights or preferences of the shares of the Company’s Common Stock. Proportionate adjustments will
be made to the exercise prices and the number of shares underlying the Company’s outstanding equity awards, as applicable, and
warrants, as well as to the number of shares issued and issuable under the Company’s equity incentive plans. The Common Stock issued
pursuant to the reverse stock split will remain fully paid and non-assessable.
About
YYAI
AiRWA
Inc. (Nasdaq: YYAI) is an AI-specialist company providing end-to-end full-cycle services designed to empower enterprises to transition
seamlessly from raw data to intelligent applications through a closed-loop system of data generation, model refinement, and operational
feedback. Through its majority-owned subsidiary, Yuanyu Enterprise Management Co., Limited, AiRWA also owns advanced patents and proprietary
technology licensed to partners worldwide, enabling localized digital matchmaking and other technology solutions. The company is driving
innovation in digital finance through the planned AiRWA Exchange, which will focus on the tokenization of real-world assets (RWA), particularly
tokenized U.S. stocks.
YYAI
Contact Information
Email:
info@yuanyuenterprise.com
Website:
www.yuanyuenterprise.com
Forward-Looking
Statements
This
press release contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations,
are forward-looking statements. These statements are based on current plans, estimates, and expectations, and involve inherent risks
and uncertainties. Actual results may differ materially due to various factors, including:
| ● | volatility
related to the Company’s relatively low public float; |
| ● | the
effects of prior acquisitions and divestitures on current and future business operations; |
| ● | strategic
and operational uncertainties; |
| ● | risks
associated with potential litigation, financing transactions, or acquisitions; |
| ● | macroeconomic,
competitive, legal, regulatory, tax, and geopolitical factors; and |
| ● | other
risks detailed in the Company’s filings with the SEC, including its Annual Report on
Form 10-K for the fiscal year ended April 30, 2025. |
Forward-looking
statements speak only as of the date they are made. Neither the Company nor any other person undertakes to update any forward-looking
statements, except as required by law.
