Maison Solutions Inc 8-K, filed Jul 20, 2026
Maison Solutions Inc. (MSS)
About this 8-K
Maison Solutions Inc filed this 8-K on July 20, 2026.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information set forth under Item 5.03 below is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed in an Information Statement on Schedule 14C filed with the U.S. Securities and Exchange Commission (the “SEC”) in November 2025, the holders of a majority of the issued and outstanding voting securities of Maison Solutions Inc., a Delaware corporation (the “Company”), approved, by written consent in lieu of a special meeting dated October 19, 2025, the grant of authority to the Company’s board of directors (the “Board”) to amend the Company’s Amended and Restated Certificate of Incorporation to effect one or more reverse stock splits of the issued and outstanding shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), at a ratio of not less than 1-for-2 and not more than 1-for-100, to be implemented at a date no later than June 30, 2026, with the exact ratio to be determined by the Board in its sole discretion. The Board previously exercised a portion of that authority by effecting a 1-for-10 reverse stock split that became effective at 12:01 a.m. Eastern Time on April 24, 2026.
On June 26, 2026, the Board approved a 1-for-5 reverse stock split of the Company’s issued and outstanding shares of Class A Common Stock (the “Reverse Stock Split”). On July 15, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 12:01 a.m. Eastern Time on July 22, 2026 (the “Effective Time”).
As a result of the Reverse Stock Split, at the Effective Time every five (5) outstanding shares of the Company’s Class A Common Stock will, without any further action by the Company or any holder thereof, be combined into and automatically become one (1) share of the Company’s Class A Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split; any fractional share resulting from the Reverse Stock Split will be rounded up to the nearest whole share.
In addition, pursuant to Section E.2(c) of Article IV of the Company’s Amended and Restated Certificate of Incorporation, which provides that if the Company subdivides or combines (including by reclassification) the outstanding shares of Class A common stock or Class B common stock, the outstanding shares of all of the Company’s common stock will be subdivided or combined in the same proportion and manner, the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), will also be combined at the Effective Time on the same 1-for-5 basis. As a result, the 300,000 issued and outstanding shares of Class B Common Stock will be combined into 60,000 shares. All of the issued and outstanding shares of Class B Common Stock are held by John Xu, the Company’s Chairman and Chief Executive Officer, through Golden Tree USA Inc., and each share of Class B Common Stock remains convertible into one share of Class A Common Stock. The Reverse Stock Split does not change the number of authorized shares of Class B Common Stock or the par value thereof.
The Reverse Stock Split is intended to maintain compliance with the $1.00 minimum bid price requirement for continued listing of the Company’s Class A common stock on The Nasdaq Stock Market LLC (“Nasdaq”). The Class A Common Stock is expected to begin trading on a Reverse Stock Split-adjusted basis on Nasdaq at the opening of the market on July 22, 2026. The trading symbol for the Class A Common Stock will remain “MSS,” and the new CUSIP number for the Class A Common Stock following the Reverse Stock Split is 560667404. The Company’s transfer agent, VStock Transfer, LLC, is acting as exchange agent and paying agent for the Reverse Stock Split.
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The Reverse Stock Split does not change the number of authorized shares of the Company’s Class A Common Stock or the par value per share, and does not change the Company’s authorized, or issued and outstanding, shares of preferred stock or the par value thereof. Except for de minimis adjustments resulting from the treatment of fractional shares, the Reverse Stock Split will not have any immediate dilutive effect on the Company’s stockholders, as each stockholder will hold the same percentage of the outstanding Class A Common Stock immediately following the Reverse Stock Split as such stockholder held immediately prior thereto.
As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of Class A Common Stock issuable upon the exercise or conversion of the Company’s outstanding warrants, options and other securities convertible into, or exercisable or exchangeable for, shares of Class A Common Stock, and to the exercise or conversion prices thereof, in each case in accordance with their respective terms, and to the number of shares issued and issuable under the Company’s existing equity incentive plans.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On July 20, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01, including Exhibit 99.1, 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”), nor incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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. | |
| 99.1 | Press Release, dated July 20, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MAISON SOLUTIONS INC. | ||
| Date: July 20, 2026 | ||
| By: | /s/ John Xu | |
| Name: | John Xu | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MAISON SOLUTIONS INC.
Maison Solutions Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”) (the “Corporation”), DOES HEREBY CERTIFY as follows:
FIRST: The text of Section B of Article IV of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended to read in full as follows:
“Reclassification of Common Stock; Stock Split. Upon the filing and effectiveness (the “Effective Time”) pursuant to the DGCL of this Certificate of Amendment to the Certificate of Incorporation, each five (5) shares of the Corporation’s Class A common stock, par value $0.0001 per share (the “Old Common Stock”), either issued or outstanding or held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified and combined (without any further act) into one (1) share of Class A common stock, par value $0.0001 per share, of the Corporation (the “New Common Stock”), without increasing or decreasing the amount of stated capital or paid-in surplus of the Corporation or the par value, which shall remain $0.0001 per share (the “Reverse Stock Split”). No fractional shares of Class A common stock will be issued as a result of the Reverse Stock Split; in lieu of issuing such fractional shares, any fractional share resulting from the Reverse Stock Split shall be rounded up to the next whole number of shares of New Common Stock, and all shares of Class A common stock eliminated as a result of the Reverse Stock Split will be cancelled. Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock into which such shares of Old Common Stock shall have been reclassified, plus the fraction, if any, of a share of New Common Stock issued as aforesaid.”
SECOND: This Certificate of Amendment has been duly adopted in accordance with Section 242 of the DGCL. The Board of Directors of the Corporation (the “Board”) duly adopted resolutions setting forth this amendment and declaring its advisability, and this amendment was thereafter adopted by the written consent of the holders of a majority of the issued and outstanding voting securities of the Corporation, dated as of October 19, 2025, in accordance with Section 228 of the DGCL.
THIRD: This Certificate of Amendment to the Amended and Restated Certificate of Incorporation shall become effective as of 12:01 a.m. Eastern Time on July 22, 2026.
IN WITNESS WHEREOF, Maison Solutions Inc. has caused this Certificate of Amendment to be signed by a duly authorized officer of the Corporation, on June 30, 2026.
| MAISON SOLUTIONS INC. | ||
| By: | /s/ John Xu | |
| Name: | John Xu | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Maison Solutions Announces Reverse Stock Split
MONTEREY PARK, CA, July 20, 2026 - Maison Solutions Inc. (NASDAQ:MSS) (“Maison Solutions” or the “Company”), a specialty grocery retailer offering traditional Asian food and merchandise to U.S. consumers, today announced that, as previously approved by the stockholders of the Company, it will implement a 1-for-5 reverse stock split of its outstanding shares of Class A common stock, effective on July 22, 2026, at 12:01 a.m. Eastern Time (the “Reverse Split”). The Company’s Class A common stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “MSS” and will begin trading on a split-adjusted basis at the opening of the market on July 22, 2026, with a new CUSIP number 560667404.
The Reverse Split was authorized by the holders of a majority of the Company’s outstanding stock entitled to vote on October 19, 2025, and approved by the Company’s Board of Directors on June 26, 2026. The Reverse Split is intended to maintain compliance with the $1.00 minimum bid price requirement for continued listing of the Company’s Class A common stock on Nasdaq.
As of the effective time of the Reverse Split, every five (5) shares of issued and outstanding Class A common stock will automatically be combined and converted into one share. On the same 1-for-5 basis, and pursuant to the Company’s Amended and Restated Certificate of Incorporation, the Company’s Class B common stock (all of which is held by John Xu, the Company’s Chief Executive Officer) will also be combined, from 300,000 shares to 60,000 shares. In addition, the exercise prices of, and the number of shares subject to, the Company’s outstanding warrants, and the conversion prices of the Company’s outstanding convertible securities, if any, will likewise be proportionately adjusted in accordance with their respective terms. Proportionate adjustments will be made to the number of shares issued and issuable under the Company’s existing stock incentive plans.
No fractional shares of common stock will be issued in connection with the Reverse Split. Stockholders who would otherwise hold a fractional share of common stock as a result of the Reverse Split will have such fractional share rounded up to the nearest whole share of common stock. VStock Transfer, LLC will act as the exchange agent for the Reverse Split and will provide stockholders with a transaction statement reflecting their post-split shareholdings. The number of authorized shares of common stock and the par value per share will remain unchanged.
About Maison Solutions Inc.
Maison Solutions Inc. is a U.S.-based specialty grocery retailer offering traditional Asian food and merchandise, particularly to members of Asian-American communities. The Company is committed to providing Asian fresh produce, meat, seafood, and other daily necessities in a manner that caters to traditional Asian-American family values and cultural norms, while also accounting for the new and faster-paced lifestyle of younger generations and the diverse makeup of the communities in which the Company operates. As of 2026, the Company operates one traditional Asian supermarket in the Los Angeles, California area under the HK Good Fortune brand name and three supermarkets in the Phoenix and Tucson, Arizona metropolitan areas under the Lee Lee International Supermarket brand name. To learn more about Maison Solutions, please visit the Company’s website at www.maisonsolutionsinc.com. Follow us on LinkedIn and X.
Forward-Looking and Cautionary Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We caution readers that forward-looking statements are predictions based on our current expectations about future events. Forward-looking statements may include, but are not limited to, statements related to the Reverse Split, the effectiveness of the Certificate of Amendment, and the Company’s ability to regain or maintain compliance with Nasdaq’s minimum bid price requirement, as well as statements, other than historical facts, that address activities, events or developments that the Company intends, expects, projects, plans, believes or anticipates will or may occur in the future. These forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including the risks discussed under the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K and any updates thereto under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC, copies of which are available on the SEC’s website at www.sec.gov. Additionally, new risk factors emerge from time to time, and it is not possible for us to predict all such risk factors or to assess the impact such risk factors might have on our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, that occur after the date of this release, except as required by law.
Investor Relations Contact
info@maisonsolutionsinc.com