Business Context and Reporting Period
Maison Solutions Inc. (MSS), a Delaware corporation, filed this Form 8-K on July 20, 2026. The filing reports a material modification to the rights of security holders regarding a reverse stock split intended to maintain compliance with Nasdaq listing requirements.
Key Financial Metrics
This filing is a current report regarding corporate governance and capital structure changes. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data.
Material Changes
- Reverse Stock Split Approval: The Board approved a 1-for-5 reverse stock split on June 26, 2026.
- Effective Date: The split becomes effective at 12:01 a.m. Eastern Time on July 22, 2026.
- Share Consolidation: Every five outstanding shares of Class A Common Stock will be combined into one share. Fractional shares will be rounded up to the nearest whole share.
- Class B Impact: The 300,000 outstanding shares of Class B Common Stock (held by Chairman John Xu) will be combined into 60,000 shares on the same 1-for-5 basis.
- Trading Details: The stock will trade on Nasdaq under the symbol "MSS" with a new CUSIP number (560667404) starting July 22, 2026.
- Historical Context: A previous 1-for-10 reverse stock split was effective on April 24, 2026, under authority granted by shareholders in October 2025.
Guidance, Outlook, and Risks
Purpose: The primary objective of the reverse stock split is to maintain compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Stock Market LLC.
Dilution: The filing states the split will not have any immediate dilutive effect on stockholders, as ownership percentages will remain unchanged (excluding de minimis adjustments from fractional share rounding).
Adjustments: Proportionate adjustments will be made to the number of shares and exercise/conversion prices for outstanding warrants, options, and equity incentive plans.
Investor Verification Checklist
- Verify the effective time of the split (July 22, 2026, 12:01 a.m. ET) to ensure proper trade execution.
- Confirm the new CUSIP number (560667404) for the Class A Common Stock.
- Review the treatment of fractional shares (rounded up) for personal holdings.
- Check the adjusted exercise prices and share counts for any held options or warrants.
- Monitor the stock price post-split to confirm compliance with the $1.00 Nasdaq minimum bid price requirement.