Maison Solutions Inc 8-K, filed Apr 30, 2025
Maison Solutions Inc. (MSS)
About this 8-K
Maison Solutions Inc filed this 8-K on April 30, 2025, reporting on events of April 29, 2025.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03. Material Modification to Rights of Security Holders.
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 29, 2025, Maison Solutions Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Each stockholder of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), was entitled to one vote per share on each matter properly presented at the Annual Meeting for each share of Class A common stock held by such stockholder as of the close of business on March 28, 2025 (the “Record Date”). Each stockholder of the Company’s Class B common stock, par value $0.0001 per share (“Class B common stock”), was entitled to ten votes per share on each matter properly presented at the Annual Meeting for each share of Class B common stock held by such stockholder as of the close of business on the Record Date.
The final voting results for each proposal considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 14, 2025 (the “Proxy Statement”), are set forth below.
Proposal 1 – Director Election Proposal
The stockholders elected John Xu, Alexandria M. Lopez, Mark Willis, Bin Wang and Dr. Xiaoxia Zhang to serve as directors on the Company’s Board of Directors, each for a term expiring at the next annual meeting or until their successors are duly elected and qualified.
The final voting results for the Director Election Proposal were as follows:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| John Xu | 36,522,981 | 38,862 | 0 | |||
| Alexandria M. Lopez | 36,544,142 | 17,701 | 0 | |||
| Mark Willis | 36,522,994 | 38,849 | 0 | |||
| Bin Wang | 36,500,075 | 61,768 | 0 | |||
| Dr. Xiaoxia Zhang | 36,522,985 | 38,858 | 0 |
Proposal 2 – Authorized Share Increase Proposal
The stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of Class A common stock from 92,000,000 shares to 150,000,000 shares.
The final voting results for the Authorized Share Increase Proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 36,533,710 | 27,882 | 250 | 0 |
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Proposal 3 – Stock Issuance Proposal
The stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance of the shares of Class A common stock issuable pursuant to the Notes and Warrant (as described in the Proxy Statement).
The final voting results for the Stock Issuance Proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 36,530,553 | 31,289 | 0 | 0 |
Proposal 4 – Stockholder Consent Proposal
The stockholders approved the amendment to the Company’s Charter to permit stockholders of the Company to take action by written consent.
The final voting results for the Stockholder Consent Proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 36,292,882 | 260,849 | 8,111 | 0 |
Proposal 5 – Auditor Ratification Proposal
The appointment of Kreit & Chiu CPA LLP as the Company’s independent certified public accountants for the fiscal year ending April 30, 2026 was ratified by the stockholders.
The final voting results for the Auditor Ratification Proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 36,553,687 | 14 | 8,141 | 0 |
Charter Amendment
On April 29, 2025, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Charter Amendment”). The Charter Amendment amends the Company’s Charter to (i) increase the number of the number of the Company’s authorized shares of Class A common stock from 92,000,000 shares to 150,000,000 shares and (ii) permit stockholders of the Company to take action by written consent.
The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter 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 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Maison Solutions Inc., dated April 29, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL 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.
| Date: April 30, 2025 | MAISON SOLUTIONS INC. | |
| By: | /s/ John Xu | |
| John Xu | ||
| Chief Executive Officer, Chairman and President | ||
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Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MAISON SOLUTIONS INC.
Pursuant to Section 242 of the
Delaware General Corporation Law
Maison Solutions Inc., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows:
| 1. | The name of the Corporation is “Maison Solutions Inc.” |
| 2. | The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on September 8, 2021. An Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 1, 2021 (the “Amended and Restated Certificate of Incorporation”). |
| 3. | This Certificate of Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation. |
| 4. | This Certificate of Amendment to the Amended and Restated Certificate of Incorporation was duly approved and adopted by the Board of Directors of the Corporation and the stockholders of the Corporation entitled to vote thereon at a meeting of stockholders, in each case in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
| 5. | The text of Section A of Article IV of the Amended and Restated Certificate of Incorporation is hereby amended to read in full as follows: |
“Authorized Stock. The total number of shares of all classes of stock which the Corporation is authorized to issue is 158,000,000 comprised of (i) 153,000,000 shares of Common Stock, $0.0001 par value per share (the “Common Stock”), of which (a) 150,000,000 shares shall be a series designated as Class A Common Stock (the “Class A Common Stock”), (b) 3,000,000 shares shall be a series designated as Class B Common Stock (the “Class B Common Stock”), and (ii) 5,000,000 shares of Preferred Stock, $0.0001 par value per share (the “Preferred Stock”).”
| 6. | The text of Section B of Article V of the Amended and Restated Certificate of Incorporation is hereby amended to read in full as follows: |
“Stockholder Actions. Any action required or permitted to be taken at any annual or special meeting of the stockholders may be effected by written consent of such stockholders pursuant to Section 228 of the DGCL if such action has been approved in advance by the requisite vote of the Board of Directors. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Company shall be given in the manner provided in the Bylaws of the Company.”
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be signed by John Xu, its President, Chief Executive Officer and Chairman, as of the 29th day of April, 2025.
| MAISON SOLUTIONS INC. | ||
| By: | /s/ John Xu | |
| Name: | John Xu | |
| Title: | President, Chief Executive Officer and Chairman | |