MindForge Inc 6-K, filed May 27, 2026
MindForge Inc. (MF)
About this 6-K
MindForge Inc filed this 6-K on May 27, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number: 001-41987
U-BX Technology Ltd.
Zhongguan Science and Technology Park
No. 1 Linkong Er Road, Shunyi District, Beijing
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
On May 12, 2026, as approved and authorized by a majority of the shareholders of U-BX Technology Ltd. (the “Company”) at an annual general meeting of shareholders held on November 4, 2025, the Board of Directors of the Company approved a reverse split of the Company’s outstanding class A ordinary shares and class B ordinary shares at a ratio of one-for-twenty-five (1-for-25) (the “Reverse Split”), effective on May 22, 2026, pursuant to which every twenty five (25) issued and outstanding class A ordinary shares, par value $0.0016 per share, of the Company were combined into one (1) class A ordinary shares, par value $0.04 per share, and every twenty five (25) issued and outstanding class B ordinary shares, par value $0.0016 per share, of the Company were combined into one (1) class B ordinary shares, par value $0.04 per share.
No fractional shares will be issued in connection with the Reverse Split. Instead, the Company will issue one full post-Reverse Split ordinary share to any shareholder who would have been entitled to receive a fractional share as a result of the process. The Reverse Split will reduce the number of outstanding class A ordinary shares of the Company from approximately 3.8 million to approximately 1.5 million and will affect all outstanding class A ordinary shares. The par value of the ordinary shares will be increased in proportion to the ratio of the Reverse Split to $0.04 per share and the number of authorized ordinary shares will be reduced in proportion to the ratio of the Reverse Split to 6,050,000,000 class A ordinary shares and 200,000,000 class B ordinary shares.
Upon the opening of the market on May 22, 2026, the Company’s class A ordinary shares began trading on the Nasdaq Capital Market (“Nasdaq”) on a post-Reverse Split basis under the current symbol “UBXG”.
The Reverse Split is intended for the Company to regain compliance with a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2).
As of the effective date of the Reverse Split, the Company had 15,166,668 warrants outstanding (the “Warrants”) issued on April 28, 2026 that are subject to adjustment in accordance with the terms of the Warrants. Each Warrant entitle its holder to initially purchase 0.3 class A ordinary share at an exercise price of $0.30 per share.
As a result of the Reverse Split, pursuant to Section 3(a) of the Warrants, the exercise price of the Warrants has been adjusted from $0.30 per share to $7.50 per share and each Warrant, if exercised via cash or standard cashless exercise, entitles its holder to receive 0.012 class A ordinary shares. In addition, the Warrants provides that if, following the Reverse Split, the lowest volume-weighted average price during the five (5) consecutive trading days immediately preceding the effective date of the Reverse Split and ending five (5) consecutive trading days immediately after the effective date (the “Event Market Price”) is less than the adjusted exercise price of $7.50, then the exercise price shall be further reduced (but not increased) to the Event Market Price at the close of trading on the last day of such period.
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However, the Warrants also include a “Zero Exercise Price Option”, an alternative cashless exercise mechanism, in lieu of paying the cash exercise price, that permits holders to receive class A ordinary share per Warrant for no additional consideration, subject to a warrant cap that the maximum aggregate number of class A ordinary share which may be issued upon exercise of all Warrants (including pursuant to the Zero Exercise Price Option) equal to 30% of the total Shares sold in the Offering (plus any shares resulting from rounding up fractional shares).
The adjustments under Section 3(a) of the Warrants apply only to the cash exercise price and to the number of Warrant Shares issuable upon a cash exercise or a standard cashless exercise under Section 2(c) of the Warrants, and do not affect the number of shares receivable under the Zero Exercise Price Option, which remains fixed at 0.3 of a class A ordinary share (rounded up to the nearest whole share) per Warrant. Accordingly, the Zero Exercise Price Option ratio has not been adjusted in connection with the Reverse Split.
Attached to this Report as Exhibit 99.1 is a copy of the press release dated May 18, 2026 titled “U-BX Technology Ltd. Announces Effective Date of Reverse Split”.
The information contained in this current report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-291797) and Registration Statement on Form S-8 (File No. 333-289069), as amended.
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release - U-BX Technology Ltd. Announces Effective Date of Reverse Split, dated May 18, 2026 |
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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, thereunto duly authorized.
| U-BX Technology Ltd. | ||
| Date: May 27, 2026 | By: | /s/ Jian chen |
| Name: | Jian Chen | |
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Exhibit 99.1
U-BX Technology Ltd. Announces Effective Date of Reverse Stock Split
NEW YORK, May 18, 2026 (GLOBE NEWSWIRE) -- U-BX Technology Ltd. (the “Company” or “U-BX”) (NASDAQ:UBXG), a leading company providing value-added services using artificial intelligence-driven technology to businesses within the insurance industry, including insurance carriers and brokers, today announced that it has resolved to effect a reverse stock split of the Company’s class A ordinary shares and class B ordinary shares and has determined the ratio to be 1-for-25. At the Company’s annual meeting of shareholders held on November 4, 2025, the Company’s shareholders approved a reverse stock split at a ratio of not less than 1-for-2 and not more than 1-for-250 and granted the Company’s Board of Directors the authority to determine the exact split ratio. On May 12, 2026, the Company’s Board of Directors determined the ratio to be 1-for-25. U-BX’s class A ordinary shares will begin trading on an adjusted basis giving effect to the reverse stock split on May 22, 2026 under the existing ticker symbol “UBXG”. The new CUSIP number of the Company’s class A ordinary shares will be G9161K120.
When the reverse stock split is effective, every thirty shares of the Company’s class A ordinary shares, par value at $0.0016 per share issued and outstanding as of the effective date will be automatically combined into one class A ordinary shares, par value at $0.04 per share, and every thirty shares of the Company’s class B ordinary shares, par value at $0.0016 per share issued and outstanding as of the effective date will be automatically combined into one class B ordinary shares, par value at $0.04 per share. This will reduce the number of outstanding class A ordinary shares of U-BX from approximately 37.79 million to approximately 1.51 million and the number of outstanding class B ordinary shares of U-BX from approximately 7.66 million to approximately 0.31 million.
No fractional shares will be issued in connection with the reverse stock split. Shareholders otherwise entitled to receive a fractional share as a result of the reverse stock split will receive one full share.
Additional information concerning the reverse stock split can be found in U-BX’s notice of annual general meeting filed with the Securities and Exchange Commission on November 6, 2025.
About U-BX Technology Ltd.
Headquartered in Beijing, U-BX Technology Ltd. is a provider of insurance technology in China. The Company focuses on providing value-added services using artificial intelligence-driven technology to businesses within the insurance industry. The Company’s services and products primarily include: 1) Digital promotion services. The Company helps institutional clients boost their social media visibility and generate revenue through consumer engagement and client promotions. 2) Risk assessment services. The Company has developed a unique algorithm named “Magic Mirror” that calculates payout risks for auto insurance coverage based on vehicle information. Insurance carriers purchase the personalized risk reports generated by the algorithm. Magic Mirror utilizes AI and optical character recognition technology to produce detailed risk assessments, including accident likelihood, potential claims, and estimated settlement amounts. and 3) Value-added bundled benefits to insurance carriers. The benefits packages include auto maintenance services, auto value added services, vehicle moving notification services etc. For more information, please visit: https://www.u-bx.com/.
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.
For more information, please contact:
U-BX Technology Ltd.
Investor Relations Department
ir@u-bx.com