Wewards, Inc 10-K/A, filed Oct 9, 2026
Wewards, Inc. (WEWA)
About this 10-K/A
Wewards, Inc filed this 10-K/A on October 9, 2026, covering the fiscal year ended May 31, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
For the fiscal year ended
OR
For the transition period from ____________ to ____________
Commission file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices and 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 |
| N/A | N/A | N/A |
Securities registered pursuant to Section 12(g)
of the Act:
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o
Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o |
| x | Smaller reporting company | ||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No
If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether
any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
The aggregate market value
of the registrant's common stock held by non-affiliates of the registrant based upon the closing price of $2.11 per share as of November
30, 2025 was approximately $
As of September 14, 2026, there were shares of registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None
EXPLANATORY NOTE
Wewards, Inc. (the “Company”) is filing this Amendment No. 1 (“Amendment No. 1”) to its Annual Report on Form 10-K for the year ended May 31, 2026 (“Form 10-K), which was originally filed with the Securities and Exchange Commission (the “Commission”) on September 14, 2026, for the sole purpose of filing an exhibit (Exhibit 10.2) that was inadvertently omitted from the original filing. This Amendment No. 1 does not reflect any events occurring after the filing date of the original filing, and it does not modify or update any other disclosures in the original filing. This Amendment No. 1 should be read in conjunction with the Form 10-K and the Company’s other filings with the Commission.
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
* Filed herewith.
1
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| WEWARDS, INC. | |||
| (Registrant) | |||
| By: | /s/ Lei Pei | ||
| Lei Pei | |||
| Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) | |||
| Dated: | October 9, 2026 | ||
| 2 |
Exhibit 10.1
CONVERTIBLE NOTE CANCELLATION AND
CAPITAL CONTRIBUTION AGREEMENT
This Convertible Note Cancellation and Capital Contribution Agreement (the “Agreement”) is entered into as of March 31, 2026 (the “Effective Date”), by and between:
Wewards, Inc., a Nevada corporation (the “Company”), and Lei Pei, sole owner and beneficiary of Sky Rover Holdings, LTD, an individual/entity and shareholder of the Company (the “Holder”).
The Company and the Holder may be referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Company previously issued Convertible Promissory Notes dated February 28, 2017 and November 20, 2017 (collectively, the “Notes”) to Sky Rover Holdings, LTD., an entity solely owned by the Holder in the original principal amounts of $2,500,000 and $8,000,000, respectively;
WHEREAS, pursuant to the Notes, interest has accrued on the outstanding principal balance;
WHEREAS, as of the Effective Date, the obligations under the Notes consist of:
| · | Principal: $ 9,866,699.85 |
| · | Accrued and unpaid interest: $ 4,483,165.96 |
| · | Total outstanding balance: $ 14,349,865.81 (the “Debt”); |
WHEREAS, the Holder is a shareholder of the Company and desires to contribute the Debt to the capital of the Company in order to strengthen the Company’s financial position;
WHEREAS, the Company desires to accept such capital contribution and cancel the Debt.
Effective as of the Effective Date, the Holder hereby irrevocably cancels and forgives the Debt, including the entire outstanding principal and all accrued and unpaid interest under the Note.
Upon such cancellation, the Notes shall be deemed fully satisfied, terminated, and of no further force or effect, and the Company shall have no further obligations under the Note.
The Parties agree that the cancellation of the Debt described in Section 2 constitutes a contribution of capital to the Company by the Holder in the amount of $14,349,865.81.
The Parties further acknowledge and agree that:
| a. | The capital contribution is made without the issuance of additional shares or other consideration, unless otherwise approved by the Company’s board of directors; and |
| b. | The amount of the cancelled Debt shall be recorded on the Company’s books as an increase to additional paid-in capital (or other appropriate equity account). |
If the original Note exists in physical form, the Holder agrees to return the original Note to the Company marked “Cancelled” or certify that the Note has been destroyed.
The Holder represents and warrants that:
| a. | The Holder is the legal and beneficial owner of the Notes and has full authority to cancel and contribute the Debt; |
| b. | The Notes have not been assigned, pledged, or otherwise transferred to any third party; and |
| c. | The capital contribution is made voluntarily. |
To the fullest extent permitted by law, the Holder releases the Company from any and all obligations under the Note, and the Company releases the Holder from any claims arising under the Notes.
This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.
This Agreement constitutes the entire agreement between the Parties with respect to the cancellation of the Notes and capital contribution and supersedes all prior agreements relating thereto.
This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original and all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| Wewards, Inc. | |
| By: | /s/ Lei Pei |
| Lei Pei | |
| Director | |
| Holder / Shareholder | |
| By: | /s/ Lei Pei |
| Holder | |
Exhibit 31.1
WEWARDS, INC.
CERTIFICATIONS PURSUANT TO
RULE 13A-14(A) OR RULE 15D-14(A),
AS ADOPTED PURSUANT TO
RULE 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lei Pei, certify that:
1. I have reviewed this Form 10-K of Wewards, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ Lei Pei
Lei Pei
Chief Executive Officer and Chief Financial Officer
Dated: October 9, 2026