Form 8-K

8-K — Next Technology Holding Inc.

Accession: 0001213900-26-085658

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001784970

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Material Modifications to Rights of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0300559-8k_next.htm (Primary)

EX-99.1 — NEXT TECHNOLOGY HOLDING INC. ANNOUNCES REVERSE STOCK SPLIT (ea030055901ex99-1.htm)

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8-K — CURRENT REPORT

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of report (Date of earliest event reported): August 5, 2026

TECHNOLOGY HOLDING INC.

(Exact

name of Company as specified in charter)

Wyoming

001-41450

84-4948289

(State

or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S.

Employer

Identification Number)

1376-7

OBA, KASUKABE

CITY, SAITAMA

PREFECTURE GRANDAGE 3, TAKEBASHI 408

JAPAN

344-0021

+81-7094081304

(Address,

including zip code, and telephone number, including area code, of principal executive offices)

Wyoming

Registered Agent

1621 Central Ave Cheyenne, Wyoming 82001

(Name, address, including

zip code, and telephone number, including area code, of agent for service)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any

of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the

Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, $0.0000 par

value per share

NXTT

Nasdaq Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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. ☐

Item

3.03 Material Modification to Rights of Security Holders.

June 20, 2025, Next Technology Holding Inc., a Wyoming corporation (the “Company”) held the annual stockholders meeting and

approved a proposal to authorize the Company’s board of directors (the “Board”) to effect one or multiple reverse stock

splits (each, a “Reverse Stock Split”) of all outstanding shares of the Company’s common stock, par value $0.0000 per

share (“Common Stock”), at a ratio ranging from any whole number between 1-for-10 and 1-for-250, with the actual split ratio

and the split effective time to be determined by the Board in its discretion.

July 29, 2026, the Board approved a Reverse Stock Split at a ratio of 100-for-1 (the “Specific Reverse Stock Split”). The

Specific Reverse Stock Split will become effective at 12:01 a.m., Eastern Time on August 10, 2026 (the “Effective Time”).

The Company’s shares of Common Stock will begin to trade on a split-adjusted basis on the Nasdaq Capital Market at the commencement

of trading on August 10, 2026, under the Company’s existing trading symbol “NXTT”. The Company’s Common Stock

has been assigned a new CUSIP number of 961884400 in connection with the Specific Reverse Stock Split.

the Effective Time, every 100 shares of Common Stock issued and outstanding will be combined into one share of Common Stock. The Specific

Reverse Stock Split will reduce the number of shares of the Company’s Common Stock outstanding from approximately 147,296,192 shares

to approximately 1,472,962 shares. The number of authorized shares of Common Stock and the par value of each share of Common Stock will

remain unchanged. No fractional shares will be issued as a result of the Specific Reverse Stock Split, and any fractional shares that

would otherwise have resulted from the Specific Reverse Stock Split will be rounded up. Under the Company’s 2025 Equity Incentive

Plan (the “Plan”), to the extent that the shares of Common Stock reserved under the Plan remain unissued, such unissued shares

will not be subject to adjustment for any decrease in the number shares of Common Stock resulting from the Specific Reverse Stock Split.

The

Specific Reverse Stock Split will affect all stockholders of the Company uniformly and will not affect any stockholder’s ownership

percentage of the Company’s shares of Common Stock (except to the extent that the Specific Reverse Stock Split would result in

some of the shareholders’ fractional shares being rounded up).

a result of the Specific Reverse Stock Split, when effected in the market, the Company’s stockholders who hold their shares (i)

in electronic form at brokerage firms will not need to take any action, as the effect of the Specific Reverse Stock Split will automatically

be reflected in their brokerage accounts, (ii) electronically in book-entry form with the transfer agent, Transhare Corporation, will

not need to take action to receive shares of post-Specific Reverse Stock Split Common Stock, and (iii) with a bank, broker, custodian

or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.

For

more information regarding the Reverse Stock Split(s), including the Specific Reverse Stock Split, see the definitive proxy statement

filed by the Company with the Securities and Exchange Commission on May 6, 2025, and amended on May 7, 2025, the relevant portions of

which are incorporated herein by reference.

Item

7.01 Regulation FD Disclosure.

August 5, 2026, the Company issued a press release announcing the Specific Reverse Stock Split. The press release is furnished as Exhibit

99.1 and incorporated by reference herein.

The

information responsive to Item 7.01 of this Form 8-K and Exhibit 99.1 attached, shall not be deemed

“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)

or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities

Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

99.1

Next Technology Holding Inc. Announces Reverse Stock Split

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

NEXT TECHNOLOGY

HOLDING INC.

Date:

August 5, 2026

By:

/s/

Weihong Liu

Name:

Weihong

Liu

Title:

Chief

Executive Officer

EX-99.1 — NEXT TECHNOLOGY HOLDING INC. ANNOUNCES REVERSE STOCK SPLIT

EX-99.1

Filename: ea030055901ex99-1.htm · Sequence: 2

Exhibit 99.1

Technology Holding Inc. Announces Reverse Stock Split

CHEYENNE, Wyoming, Aug. 05, 2026 (GLOBE NEWSWIRE) -- Next Technology Holding Inc. (“NXTT” or the “Company”) (NASDAQ: NXTT),

a technology firm committed to delivering AI-enabled software development services and strategic Bitcoin acquisition, announced today

that it will implement a reverse stock split of its issued and outstanding shares of common stock at a ratio of 100-for-1, effective

at 12:01 a.m., Eastern Time on August 10, 2026. The reverse stock split will be effected simultaneously for all outstanding shares of

the company’s common stock and will affect all of the Company’s stockholders uniformly.

The

Company’s common stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the Company’s existing

trading symbol “NXTT” and will begin trading on a split-adjusted basis at the commencement of trading on August 10, 2026.

The new CUSIP number for the common stock following the reverse stock split will be: 961884400.

a result of the reverse stock split, every 100 shares of the Company’s common stock then issued and outstanding will automatically,

and without any action of the Company or any holder thereof, be combined, converted, and changed into one (1) share of common stock.

The reverse stock split will reduce the number of shares of the Company’s common stock outstanding from approximately 147,296,192

shares to approximately 1,472,962 shares. No fractional shares will be issued as a result of the reverse stock split, and any fractional

shares that would otherwise have resulted from the reverse stock split will be rounded up. The reverse stock split will not affect the

number of authorized shares of the Company’s common stock or the par value of a share of the Company’s common stock, which

is $0.0000 per share. Under the Company’s 2025 Equity Incentive Plan (the “Plan”), to the extent that the shares of

common stock reserved under the Plan remain unissued, such unissued shares will not be subject to adjustment for any decrease in the

number shares of common stock resulting from the reverse stock split.

a result of the reverse stock split, when effected in the market, the Company’s stockholders who hold their shares (i) in electronic

form at brokerage firms will not need to take any action, as the effect of the reverse stock split will automatically be reflected in

their brokerage accounts, (ii) electronically in book-entry form with the transfer agent, Transhare Corporation, will not need to take

action to receive shares of post-reverse stock split common stock, and (iii) with a bank, broker, custodian or other nominee and who

have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.

About Next

Technology Holding Inc.

Incorporated

in Wyoming on March 28, 2019, the Company is a technology company built on a dual-engine strategy of “AI plus digital assets.”

The Company delivers AI-enabled SaaS software design, development and implementation to industrial clients across the Asia-Pacific region

and beyond. Holdings may also be pledged for financing, partially liquidated for cash, or leveraged to generate additional income streams.

The Company believes Bitcoin’s finite supply positions it for long-term appreciation as global adoption grows and as a potential

hedge against inflation.

For

more information, please visit http://www.nxtttech.com/.

Forward-Looking

Statements

This

press release may include statements that may constitute “forward-looking statements,” including statements containing the

words “may,” “believe,” “estimate,” “project,” “expect,” “will,”

or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results of the

Company to differ materially from the forward-looking statements. Factors that could contribute to such differences include: fluctuations

in the market price of bitcoin and any associated unrealized gains or losses on digital assets that the Company may record in its financial

statements as a result of a change in the market price of bitcoin from the value at which the Company’s bitcoins are carried on

its balance sheet; gains or losses on any sales of bitcoins; changes in the accounting treatment relating to the Company’s bitcoin

holdings; changes in securities laws or other laws or regulations, or the adoption of new laws or regulations, relating to bitcoin that

adversely affect the price of bitcoin or the Company’s ability to transact in or own bitcoin; the impact of the availability of

spot exchange traded products and other investment vehicles for bitcoin and other digital assets; a decrease in liquidity in the markets

in which bitcoin is traded; security breaches, cyberattacks, unauthorized access, loss of private keys, fraud or other circumstances

or events that result in the loss of the Company’s bitcoins; fluctuations in tax benefits or provisions; competitive factors; general

economic conditions, including levels of inflation and interest rates; currency fluctuations; and other risks detailed in the Company’s

registration statements and periodic and current reports filed with the Securities and Exchange Commission. The Company undertakes no

obligation to update these forward-looking statements for revisions or changes after the date of this release.

For

investor inquiries, please contact:

ir@nxtttech.com

For

general inquiries, please contact:

contact@nxtttech.com

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