UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
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(Exact name of registrant as specified in its charter)
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| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Office) (Zip Code)
(Registrant’s telephone number, including area code)
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, $0.0001 par value | CIIT | The Nasdaq Stock Market LLC (Nasdaq Capital Market) |
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:
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 3.03 Material Modification to Rights of Security Holders.
The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed, on April 10, 2026, the Board of Directors (the "Board") of Tianci International, Inc. (the "Company") and the holders of a majority of the outstanding voting power of the Company (the "Majority Stockholders") approved, by written consent in lieu of a meeting, resolutions authorizing the Board to amend the Company’s Articles of Incorporation (the "Amendment") with the Secretary of State of the State of Nevada to effect one or more reverse stock splits of the Company’s outstanding common stock, par value $0.0001 per share ("Common Stock"), at an aggregate ratio of up to 1-for-250, with the exact ratio and timing to be determined by the Board in its sole discretion, at any time within two years following the date of the stockholders’ resolution. This action, and the Company’s related disclosures, were described in the Company’s definitive information statement on Schedule 14C, which was filed with the U.S. Securities and Exchange Commission on April 24, 2026 (the "Information Statement") pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended.
On June 30, 2026, pursuant to the authority granted by the Board and the Majority Stockholders, the Board determined the final ratio for the reverse stock split at one-for-ten (1:10) (the “Reverse Stock Split”), effective as July 20, 2026.
Commencing on July 20, 2026, trading of the Company’s Common Stock continues on The Nasdaq Capital Market under the symbol “CIIT” on a Reverse Stock Split-adjusted basis. The new CUSIP number for the Company’s Common Stock following the Reverse Stock Split will be 88631G403.
As a result of the Reverse Stock Split, every ten (10) shares of the Company’s issued and outstanding Common Stock immediately prior to the Effective Time was automatically combined and converted into one (1) share of Common Stock, without any change in the par value per share. The Reverse Stock Split reduced the number of issued and outstanding shares of Common Stock from 9,673,907 shares to 967,391 shares. The number of authorized shares of the Company’s Common Stock remains unchanged.
Stockholders who would otherwise be entitled to receive a fractional share will instead have their shares rounded up to the nearest whole number. No fractional shares have been issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split will receive one full share of the post-reverse stock split Common Stock in lieu of such fractional share. The Reverse Stock Split will not affect the par value of the Common Stock.
In addition, as previously disclosed, on June 17, 2026, the Company issued (i) warrants to initially purchase up to 6,055,000 shares of Common Stock at an initial exercise price of $0.81 per share to certain investors (the “Common Warrants”), pursuant to certain securities purchase agreement by and among the Company and such investors dated June 16, 2026, and (ii) warrants to initially purchase up to 302,750 shares of Common Stock at an initial exercise price of $0.81 per share to Maxim Group LLC (the “Placement Agent’s Warrants”) pursuant to certain placement agency agreement by and between the Company and Maxim Group LLC dated June 16, 2026. The Common Warrants and the Placement Agent’s Warrants were issued pursuant to the Registration Statement on Form S-1, as amended (No. 333-296417), which was declared effective by the Securities and Exchange Commission on June 15, 2026.
Immediately following the Reverse Stock Split, the exercise price of the Common Warrants and the Placement Agent’s Warrants will be adjusted to $8.1 per share, the number of shares of Common Stock issuable pursuant to the Common Warrants will be adjusted to 605,500 shares of Common Stock, and the number of shares of Common Stock issuable pursuant to the Placement Agent’s Warrants will be adjusted to 30,275 shares of Common Stock.
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Additionally, the exercise price of the Common Warrants will be further adjusted and reduced to the lowest volume-weighted average price (“VWAP”, and such lowest VWAP, the “Event Market Price”) during the period beginning five consecutive trading days immediately preceding, and ending five consecutive trading days immediately following, July 20, 2026 (the “Share Combination Adjustment Period”) , provided that, for purposes of calculating the Event Market Price, the VWAP for trading days prior to July 20, 2026 will be the VWAP as reported after giving proportional effect to the Reverse Stock Split. The adjustment of the Exercise Price shall take effect beginning at the close of trading on the Nasdaq Capital Market on the first day of the Share Combination Adjustment Period and continuing each trading day thereafter until the close of trading on the Nasdaq Capital Market on the last day of the Share Combination Adjustment Period, effective at the close of trading on the Principal Market on each trading day during the Share Combination Adjustment Period. The number of shares of common stock issuable under the Common Warrants will be increased such that the aggregate exercise price, after giving effect to the decrease in the exercise price, shall be equal to the aggregate exercise price in effect on the issuance date for the warrant shares then outstanding.
As of the closing of trading on July 20, 2026, the Event Market Price is $3.0874 and the number of shares of Common Stock issuable under the Common Warrants is approximately 1,588,570.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 16, 2026, the Company issued a press release announcing the Reverse Stock Split, a copy of which is furnished as an exhibit to this report.
The information in this Item 7.01, including Exhibit 99.1 to this report, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any filing under the Exchange Act or the Securities Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits
| 3.1 | Certificate of Amendment to the Articles of Incorporation of the Company |
| 99.1 | Press Release dated July 20, 2026 |
| 104 | Cover page interactive data file (embedded within the iXBRL document) |
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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.
| Tianci International, Inc. | ||
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Date: July 21, 2026
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By: |
/s/ Shufang Gao Shufang Gao, CEO |
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Exhibit 3.1
ADDENDUM
TO
ARTICLES OF INCORPORATION
OF
TIANCI INTERNATIONAL INC.
(the "Corporation")
Article 3 of the Articles of Incorporation is hereby amended by the addition of the following:
On July 20, 2026, effective at 12:01 a.m. EDT (the "Effective Time"), each ten (10) shares of the Corporation's Common Stock, $0.0001 par value (the "Common Stock"), issued and outstanding or held as treasury stock at such time shall, without further action on the part of the Corporation or holder thereof, be combined into one (1) validly issued, fully paid, and non-assessable share of Common Stock (the "Reverse Stock Split"), subject to the treatment of fractional share interests as describe below. The par value of the Common Stock following the Reverse Stock Split shall remain at $0.0001 per share. No fractional shares shall be issued upon the Reverse Stock Split. If the Reverse Stock Split would result in the issuance of a fractional share of Common Stock, the Corporation shall in lieu of issuing any such fractional share round up such fractional share to the next whole share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (an "Old Certificate") shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to elimination of fractional share interests as described above.
Exhibit 99.1
Tianci International, Inc. Announces 1 for 10 Reverse Stock Split
Shares Expected to Begin Trading on Split-Adjusted Basis on July 20, 2026
HONG KONG, HK / ACCESS Newswire / July 16, 2026 / Tianci International, Inc. (Nasdaq: CIIT) (“Company” or “Tianci”), a global logistics service provider specializing in ocean freight forwarding, announced today that it will implement a 1-for-10 reverse stock split of its common stock (the “Reverse Stock Split”), effective at 12:01 a.m. Eastern time on July 20, 2026. The Company’s common stock is expected to begin trading on a split-adjusted basis when the market opens on July 20, 2026, and will continue to trade on the Nasdaq Capital Market under the symbol “CIIT.” The new CUSIP number for the common stock will be 88631G403.
The objective of the Reverse Stock Split is to enable the Company to maintain compliance with Nasdaq Listing Rule 5550(a)(2), which requires issuers listed on The Nasdaq Capital Market to evidence a minimum bid price of $1.00 per share. On April 10, 2026, the Company’s Board and the Majority Stockholders authorized and approved the implementation of one or more Reverse Stock Splits during a period of up to two years of the date of the stockholders’ resolution, at an aggregated ratio of up to 1-for-250, with the exact ratio and timing to be determined by the Board in its discretion.
On June 30, 2026, the Company’s Board of Directors has determined the reverse stock split at the final ratio of one-for-ten (1:10). As a result of the Reverse Stock Split, every ten shares of the Company’s pre-split common stock issued and outstanding will be automatically reclassified into one new share of the Company's common stock. This will reduce the number of shares outstanding from 9,673,907 shares of common stock to 967,391 shares of common stock. The number of authorized shares of the Company’s common stock will remain unchanged. Stockholders who would otherwise be entitled to receive a fractional share will instead have their shares rounded up to the nearest whole number. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company's equity plans and grants thereunder, as applicable. In addition to the proportionate adjustments to the exercise prices and number of shares underlying the warrants issued by the Company on June 17, 2026, the exercise price of such warrants shall be reduced, but in no event increased, to the lowest VWAP (volume-weighted average price) during the period commencing five consecutive trading days immediately preceding and the five consecutive trading days immediately following July 20, 2026 (the “Event Market Price”), provided, that in calculating the Event Market Price, the VWAP for trading days prior to July 20, 2026 shall be the VWAP reported after proportionally adjusting for the Reverse Stock Split. The number of shares issuable under such warrants will be increased such that the aggregate exercise price, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price on the issuance date for the warrant shares then outstanding. The Reverse Stock Split will not affect the par value of the common stock.
The combination of, and reduction in, the shares of common stock as a result of the Reverse Stock Split will occur automatically at the effective time of the Reverse Stock Split without any additional action on the part of the Company’s stockholders. The Company’s transfer agent, Securities Transfer Corporation, is acting as the exchange agent for the Reverse Stock Split and will send stockholders of record holding their shares electronically in book-entry form a transaction notice indicating the number of shares of common stock held after the Reverse Stock Split. Stockholders who hold their shares through a broker, bank, or other nominee will have their positions adjusted to reflect the Reverse Stock Split, subject to their broker, bank, or other nominee's particular processes, and are not expected to be required to take any action in connection with the Reverse Stock Split.
Additional information regarding the Reverse Stock Split can be found in the Company's definitive information statement pursuant to Section 14(c) of the Securities Exchange Act of 1924, which was filed with the U.S. Securities and Exchange Commission on April 24, 2026, a copy of which is available at www.sec.gov.
About Tianci International, Inc.
Tianci International Inc., through its subsidiary Roshing, provides global logistics services, specializing in ocean freight forwarding, including container and bulk goods shipping. Operating under an asset-light model, Roshing's logistics solutions are tailored to meet the diverse needs of its customers across the Asia-Pacific Region, including Japan, South Korea, and Vietnam. The company’s mission is to provide customers with efficient, reliable, and safe shipping services that create value. For more information, please visit Company’s website: tianci-ciit.com.
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Forward-Looking Statements
This press release contains forward-looking statements concerning our expectations, anticipations, intentions, beliefs, or strategies regarding the future. These forward-looking statements are based on assumptions that we have made as of the date hereof and are subject to known and unknown risks and uncertainties that could cause actual results, conditions, and events to differ materially from those anticipated. Therefore, you should not place undue reliance on forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding our strategic plans and value; our expectations regarding potential commercial opportunities; and our strategies, positioning and expectations for future events or performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in our most recent Annual Report on Form 10-K and our subsequent Quarterly Reports on Form 10-Q, and in our other reports filed with the Securities and Exchange Commission, including under the caption “Risk Factors.” Any forward-looking statement in this release speaks only as of the date of this release. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
For investor and media inquiries, please contact:
Tianci International, Inc.
Investor Relations
Email: [email protected]
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