[8-K] Connexa Sports Technologies Inc. Reports Material Event

Rhea-AI Filing Summary

AiRWA Inc. approved a 1-for-50 reverse stock split of its common stock, effective on October 27, 2025 at 12:01 a.m. ET. Beginning at market open on October 27, the stock will trade on a split-adjusted basis on the Nasdaq Capital Market under ticker YYAI. The reverse split combines every fifty issued and outstanding shares into one share, with no change to par value and no modification of rights or preferences. No fractional shares will be issued; any holder otherwise entitled to a fraction will receive one whole share.

As context, shares outstanding were 949,066,180 as of October 22, 2025, reflecting the issuance of 20,000,000 shares pursuant to a June 30, 2025 securities purchase agreement in a previously disclosed private placement and the sale of 914,503,161 shares in at-the-market transactions under a sales agreement dated January 8, 2025. The company furnished a press release on October 23, 2025 related to these actions.

Insights

Equity Structure Analyst

YYAI enacts 1-for-50 reverse split; trading split-adjusted Oct 27.

AiRWA Inc. will consolidate its common stock at a 1-for-50 ratio effective October 27, 2025. Reverse splits reduce the number of shares outstanding while keeping aggregate equity value unchanged mechanically, absent market moves, and the filing states no change to par value or rights.

The company reports 949,066,180 shares outstanding as of October 22, 2025, after issuing 20,000,000 shares in a previously disclosed private placement and selling 914,503,161 shares via an at-the-market program. Fractional shares will not be issued; any fraction will be rounded up to one whole share.

Trading begins on a split-adjusted basis at market open on October 27, 2025. Actual post-split float and trading dynamics will reflect the stated ratio and the pre-split outstanding share count disclosed.

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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)

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 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

FAQ

What did AiRWA (YYAI) announce regarding its stock?

AiRWA approved a 1-for-50 reverse stock split of its common stock, effective October 27, 2025 at 12:01 a.m. ET.

When will YYAI begin trading on a split-adjusted basis?

YYAI will begin trading on a split-adjusted basis at market open on October 27, 2025 on the Nasdaq Capital Market.

How are fractional shares handled in YYAI's reverse split?

No fractional shares will be issued; any holder otherwise entitled to a fraction will receive one whole share.

How many YYAI shares were outstanding before the reverse split?

949,066,180 shares were outstanding as of October 22, 2025.

What recent issuances contributed to YYAI’s outstanding shares?

The company issued 20,000,000 shares in a previously disclosed private placement and sold 914,503,161 shares via at-the-market transactions.