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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
October
22, 2025
Date
of Report (Date of earliest event reported)
(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
October 22, 2025, 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-50 (the “Reverse Stock Split”),
which will become effective on October 27, 2025, at 12:01 a.m., Eastern time.
The
terms of the Reverse Stock Split are such that every fifty 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 October 27, 2025, the Common Stock will begin 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 831445507.
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
October 23, 2025, the Company issued a press release related to the information described in Item 3.1 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
8.01 Other Events.
As
of October 22, 2025, following the issuance of 20,000,000 shares of Common Stock pursuant to a securities purchase agreement dated
June 30, 2025 in a previously disclosed private placement, and the sale of 914,503,161 shares of Common Stock in the “at-the-market”
transactions under a previously disclosed sales agreement with A.G.P./Alliance Global Partners dated January 8, 2025, the Company had
949,066,180 shares of Common Stock outstanding.
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 dated October 23, 2025 |
| 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:
October 23, 2025 |
By: |
/s/
Thomas Tarala |
| |
|
Thomas
Tarala
Chief
Executive Officer |
