[8-K] ATIF Holdings Limited Reports Material Event

Rhea-AI Filing Summary

Color Star Technology Co., Ltd. (NASDAQ: ADD) reported the results of its 29 June 2025 Annual General Meeting in a Form 6-K filing. Holders of 17,083,723 ordinary shares, representing 57.9 % of outstanding shares, formed a quorum and approved every agenda item.

Key resolutions:

• Reverse Share Split & Share Consolidation: Board may implement a reverse split at a ratio between 1-for-5 and 1-for-100. This reduces the share count and raises the par value while keeping authorised capital at US$32 million. Vote: 99.0 % in favour (16.92 m For / 0.16 m Against).
• Corporate Rebrand: Company name will change to Zeta Network Group. Vote: 99.3 % in favour (16.97 m For).
• Articles Amendment: Adoption of a Seventh Amended & Restated Memorandum and Articles to reflect the share consolidation and name change (99.3 % support).
• 2025 Equity Incentive Plan: Authorises new share-based awards; passed with 99.1 % support.
• Board Elections: Five directors (Wei Zhang, Hung-Jen Kuo, Honglei Jiang, Yan Zhang, Samantha Huang) re-elected with ~99.2 % approval each.
• Auditor Ratification: Assentsure PAC retained for FY 2025 (99.5 % approval).
• Routine filings and adjournment authorities also approved.

Implications for investors: The reverse split authority provides flexibility to lift a depressed share price or meet exchange listing requirements, but may compress existing shareholdings depending on the final ratio chosen. The equity plan could introduce dilution over time, while the rebrand signals a strategic repositioning. No financial performance metrics were disclosed in this filing.

Positive

• Shareholder approvals across all 12 proposals provide the board with clear mandate and reduce execution risk.
• Potential bid-price compliance through authorised reverse split could help maintain NASDAQ listing.
• Rebranding to Zeta Network Group may refresh market perception and align with strategic repositioning.

Negative

• Broad 1-for-100 reverse split authority introduces uncertainty and potential value compression for existing shareholders.
• 2025 Equity Incentive Plan adds future dilution risk, particularly after the share consolidation.

Insights

Financial Analyst

TL;DR Governance items passed; reverse split enables compliance but raises dilution risk—overall neutral to slightly cautious impact.

The reverse split authority is the most material resolution. It gives the board a broad 1-for-5 to 1-for-100 range, suggesting a potentially very low current trading price and possible NASDAQ delisting pressure. While a consolidation can restore bid price compliance, it does not add intrinsic value and historically leads to negative post-split returns if not paired with operational improvement. The 2025 Equity Incentive Plan further increases potential dilution once the split is effected. On the positive side, all items passed with overwhelming support, indicating shareholder alignment, and the rebranding could facilitate marketing around new business lines. Absent earnings data, cash metrics, or strategic detail, the filing is largely procedural. I view the net impact as neutral, with a watch flag on execution of the split ratio.

Corporate Governance Expert

TL;DR Strong shareholder support reflects governance stability; broad split authority requires vigilant oversight.

From a governance perspective, achieving nearly 99 % approval across all items shows effective engagement and absence of organised dissent. Amendments to the Memorandum and Articles are routine when undertaking a share consolidation and name change, and the company has secured authorisation for requisite Cayman filings, minimising procedural risk. However, granting a 1-for-100 cap without preset conditions concentrates significant power in the board’s hands. Best practice would involve clearer triggers or a narrower range to protect minority holders. The refreshed board composition and continued appointment of Assentsure PAC provide continuity. Overall impact is neutral but merits monitoring the board’s timing and communication around the eventual split execution.

false 0001755058 00-0000000 0001755058 2025-06-30 2025-06-30 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

Date of Report (Date of earliest event reported): June 30, 2025

ATIF HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

British Virgin Islands		001-38876		Not Applicable
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

420 Goddard, Irvine, CA		92618
(Address of Principal Executive Offices)		(Zip Code)

308-888-8888

(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 (see General Instruction A.2. below):

☐ 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		Name of each exchange on which registered
Ordinary Shares, $0.001 par value		ATIF		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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 30, 2025, ATIF Holdings Limited (the “Company”) received a delinquency notification letter (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) due to the failure of the Company’s common stock to maintain a minimum bid price of $1 per share for 30 consecutive business days as required by Nasdaq Listing Rule 5550(a)(2).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until December 29, 2025, to regain compliance. To regain compliance, prior to December 29, 2025, the closing bid price of the Company’s ordinary shares must be at least $1 for a minimum of ten consecutive business days.

If the Company does not regain compliance with the Minimum Bid Requirement during the initial 180 calendar day period, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

If the Company fails to timely regain compliance with Nasdaq Listing Rules, the Company’s common stock will be subject to delisting from Nasdaq.

The company intends to monitor closing bid price of its common stock and consider available options to regain compliance with the minimum bid price. However, there can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or otherwise be in compliance with Nasdaq Listing Rules.

SIGNATURES

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.

	ATIF Holdings Limited
	By:	/s/ Dr. Kamran Khan
		Dr. Kamran Khan
		Chief Executive Officer
Dated: July 3, 2025

FAQ

What reverse split ratio did Color Star (ADD) approve?

Shareholders authorised a ratio between 1-for-5 and 1-for-100; the exact ratio will be set later by the board.

Why is Color Star changing its name to Zeta Network Group?

The AGM approved a special resolution to rebrand; the filing gives no additional rationale beyond adopting the new name.

Did shareholders approve the 2025 Equity Incentive Plan?

Yes, the plan passed with 16.93 m For vs. 0.15 m Against, enabling future share-based awards.

Who will audit Color Star for FY 2025?

Assentsure PAC was ratified as the independent registered public accounting firm.

Were any directors opposed during the elections?

All five directors received about 99 % support; opposition votes ranged from 0.14 m to 0.15 m shares.

What percentage of shares were represented at the AGM?

Approximately 57.94 % of the 29.48 m outstanding shares were present or represented by proxy.