Business Context and Reporting Period
Maison Solutions Inc. (MSS), a Delaware corporation listed on The Nasdaq Capital Market, filed this Form 8-K on March 23, 2026. The report details a material modification to the rights of security holders regarding a reverse stock split.
Key Financial Metrics
This filing is a current report regarding corporate governance and capital structure adjustments. It does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes Versus Prior Period
- Reverse Stock Split: The Board of Directors approved a 1-for-10 reverse stock split of the Company's Class A Common Stock.
- Share Count Adjustment: Prior to the split, 27,451,517 shares were issued and outstanding. Upon effectiveness, this will be converted to approximately 2,745,151 shares.
- Authorized Shares: The total number of authorized shares (97,000,000) and par value remain unchanged.
- Derivative Adjustments: Outstanding warrants, options, and other convertible securities have been ratably adjusted in terms of share count and exercise/conversion prices.
- Fractional Shares: No fractional shares will be issued; any resulting fractions will be rounded up to the nearest whole share.
Guidance, Outlook, and Management Commentary
Purpose of Action: The Company is effectuating the reverse stock split to raise the per-share bid price of its Common Stock above $1.00. This action is intended to bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2).
Compliance Timeline: The Company will regain compliance once its Common Stock trades at or above $1.00 per share for a minimum of 10 consecutive trading days, at which time Nasdaq will issue a notice of regained compliance.
Dilution Impact: Management states that, except for de minimis adjustments due to fractional share rounding, the split has no immediate dilutive effect as stockholders retain the same percentage ownership.
Important Facts for Investor Verification
- Verify the exact effective date of the reverse stock split and the first day of trading under the new ratio.
- Confirm the adjusted exercise prices and share counts for any outstanding options or warrants held.
- Monitor the stock price to ensure it sustains the $1.00 threshold for 10 consecutive trading days to secure Nasdaq compliance.
- Review the attached Certificate of Amendment (Exhibit 3.1) for specific legal terms regarding the capital structure change.