Airwa Inc 8-K, filed Oct 23, 2025
Airwa Inc. (YYAI)
About this 8-K
Airwa Inc filed this 8-K on October 23, 2025, reporting on events of October 22, 2025.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 22, 2025, AiRWA Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Incorporation of the Company, as amended, with the Secretary of State of the State of Delaware, to effect a reverse stock split of the Company’s common stock, par value $0.001 (the “Common Stock”) at a ratio of 1-for-50 (the “Reverse Stock Split”), which will become effective on October 27, 2025, at 12:01 a.m., Eastern time.
The terms of the Reverse Stock Split are such that every fifty shares of the Company’s issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in par value per share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fraction of one share as a result of the Reverse Stock Split instead will receive one whole share of Common Stock in lieu of such fractional share. The Reverse Stock Split does not otherwise modify any rights or preferences of the Company’s Common Stock.
Effective at market open on October 27, 2025, the Common Stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market. The new CUSIP number for the Common Stock following the Reverse Stock Split is 831445507.
The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On October 23, 2025, the Company issued a press release related to the information described in Item 3.1 above. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
Item 8.01 Other Events.
As of October 22, 2025, following the issuance of 20,000,000 shares of Common Stock pursuant to a securities purchase agreement dated June 30, 2025 in a previously disclosed private placement, and the sale of 914,503,161 shares of Common Stock in the “at-the-market” transactions under a previously disclosed sales agreement with A.G.P./Alliance Global Partners dated January 8, 2025, the Company had 949,066,180 shares of Common Stock outstanding.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished with this Form 8-K:
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation | |
| 99.1 | Press Release dated October 23, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| AiRWA INC. | ||
| a Delaware corporation | ||
| Dated: October 23, 2025 | By: | /s/ Thomas Tarala |
Thomas Tarala Chief Executive Officer | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
AiRWA Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies
that:
| 1. | The name of the corporation is AiRWA Inc. (the “Corporation”). The Corporation was incorporated under the name Connexa Sports Technologies Inc. and the original Certificate of Incorporation was filed with the Delaware Secretary of State on April 7, 2022. |
| 2. | This Certificate of Amendment to the Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the directors and stockholders of the Corporation. |
| 3. | This Certificate of Amendment will become effective on October 27, 2025, at 12:01 a.m., Eastern time (the “Effective Time”). |
| 4. | This Certificate of Amendment hereby amends the Certificate of Incorporation by amending and restating Article IV in its entirety to read as follows: |
“Fourth: Total Authorized Shares: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue shall be 1,000,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”). At the Effective Time of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, the shares of Common Stock issued and outstanding immediately prior to the Effective Time shall be reclassified as, and shall be combined and changed into, a smaller number of shares such that each fifty (50) shares of issued Common Stock immediately prior to the Effective Time shall be reclassified into, and shall, automatically and without any action on the part of the Corporation or the respective holders thereof, be combined and changed into and become, one (1) validly issued, fully-paid and nonassessable share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Stock Split”). Notwithstanding the foregoing, no fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon receipt after the Effective Time by the Corporation’s transfer agent of a properly completed and duly executed transmittal letter and, where shares are held in certificated form, upon surrender after the Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time (after taking into account and aggregating all fractional shares of post-Reverse Stock Split Common Stock otherwise issuable to such holder), shall be receive one whole share of Common Stock in lieu of such fractional share.
From and after the Effective Time, certificates representing Common Stock outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the Corporation or the respective holders thereof, represent the number of whole shares of post-Reverse Stock Split Common Stock into which the shares of pre-Reverse Stock Split Common Stock shall have been reclassified (as well as the right to receive one whole share of Common Stock in lieu of any fractional share of post-Reverse Stock Split Common Stock, after taking into account and aggregating all fractional shares of post-Reverse Stock Split Common Stock otherwise issuable to such holder) pursuant to the foregoing provisions; provided, however, that each holder of record of a certificate that represented shares of pre-Reverse Stock Split Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of post-Reverse Stock Split Common Stock into which the shares of pre- Reverse Stock Split Common Stock represented by such certificate shall have been combined pursuant to the Reverse Stock Split; and provided further, that any dividends or other distributions that may be declared after the Effective Time with respect to the number of post-Reverse Stock Split shares of Common Stock represented by that certificate will be withheld by the Corporation until that certificate has been properly presented for exchange, at which time all such withheld dividends that have not yet been paid to a public official pursuant to relevant abandoned property or escheat laws will be paid to the holder thereof or the holder’s designee, without interest. The Reverse Stock Split shall be effected on a record holder-by-record holder basis, such that any fractional shares of post-Reverse Stock Split Common Stock resulting from the Reverse Stock Split and held by a single record holder shall be aggregated.”
| 5. | Except as herein amended, the Certificate of Incorporation of the Corporation shall remain in full force and effect. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 22nd day of October, 2025.
| AiRWA INC. | |
| /s/ Thomas Tarala | |
| Thomas Tarala | |
| Chief Executive Officer |
Exhibit 99.1
AiRWA Inc. Announces 1-for-50 Reverse Split
Smyrna, Delaware — October 23, 2025 (GLOBE NEWSWIRE) — AiRWA Inc. (Nasdaq: YYAI) (the “Company”) announces that, as previously approved by the stockholders of the Company, it will implement a 1-for-50 reverse stock split of its outstanding shares of common stock (the “Reverse Split”), effective at the opening of trading on October 27, 2025.
This corporate action follows approval by the Board of Directors and the Company’s stockholders on July 3, 2025, to authorize the Chief Executive Officer to implement a reverse stock split with a ratio of between 1-for-5 and 1-for-50. The CEO opted for the 1-for-50 ratio with the aim of meeting Nasdaq’s $1 minimum bid price requirement for continued listing while also increasing the market price of the Company’s common stock and, the Company believes, improving the stock’s attractiveness to institutional investors.
Following the Reverse Split, every 50 shares of issued and outstanding common stock will automatically be combined and converted into one share. This consolidation will reduce the number of shares of the Company’s outstanding common stock from approximately 949,066,180 to approximately 18,981,324. No fractional shares will be issued. Instead, stockholders will receive a rounded up whole share in place of any fractional share that would have been created by the Reverse Split. ClearTrust, LLC will act as the exchange agent for the Reverse Split and will provide stockholders with a transaction statement that reflects their post-split shareholdings. The number of authorized shares of common stock and the par value per share will remain unchanged. The Company’s common stock will continue trading under the same Nasdaq ticker symbol (YYAI), with a new CUSIP number, 831445507.
For further details regarding the 949,066,180 shares outstanding prior to the split, please see the current report on Form 8-K to be filed with the U.S. Securities and Exchange Commission on October 23, 2025.
About YYAI
AiRWA Inc. (Nasdaq: YYAI), through its majority-owned subsidiary, Yuanyu Enterprise Management Co., Limited, owns advanced patents and proprietary technology licensed to partners worldwide, enabling localized digital matchmaking and other technology solutions. The company is also active in the Web3 space, driving innovation in digital finance through AiRWA Exchange, which will focus on the tokenization of real-world assets (RWA), particularly tokenized U.S. stocks.
YYAI Contact Information
Email: info@yuanyuenterprise.com
Website: www.yuanyuenterprise.com
Forward-Looking Statements
This press release contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on current plans, estimates, and expectations, and involve inherent risks and uncertainties. Actual results may differ materially due to various factors, including:
| ● | volatility related to the Company’s relatively low public float; | |
| ● | the effects of prior acquisitions and divestitures on current and future business operations; | |
| ● | strategic and operational uncertainties; | |
| ● | risks associated with potential litigation, financing transactions, or acquisitions; | |
| ● | macroeconomic, competitive, legal, regulatory, tax, and geopolitical factors; and | |
| ● | other risks detailed in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended April 30, 2025. |
Forward-looking statements speak only as of the date they are made. Neither the Company nor any other person undertakes to update any forward-looking statements, except as required by law.