Form 8-K

8-K — Maison Solutions Inc.

Accession: 0001213900-26-079613

Filed: 2026-07-20

Period: 2026-07-20

CIK: 0001892292

SIC: 5411 (RETAIL-GROCERY STORES)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0296197-8k_maison.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MAISON SOLUTIONS INC (ea029619701ex3-1.htm)

EX-99.1 — PRESS RELEASE, DATED JULY 20, 2026 (ea029619701ex99-1.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):

July 20, 2026

MAISON SOLUTIONS INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-41720

84-2498787

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

127 N Garfield Avenue, Monterey Park, CA 91754

(Address of principal executive offices, including

zip code)

(626) 737-5888

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

Class A Common Stock, par value $0.0001 per share

MSS

The Nasdaq Stock Market LLC

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 ☒

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. ☐

Item 3.03. Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K,

the information set forth under Item 5.03 below is incorporated by reference into this Item 3.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

As previously disclosed in an

Information Statement on Schedule 14C filed with the U.S. Securities and Exchange Commission (the “SEC”) in November

2025, the holders of a majority of the issued and outstanding voting securities of Maison Solutions Inc., a Delaware corporation

(the “Company”), approved, by written consent in lieu of a special meeting dated October 19, 2025, the grant of

authority to the Company’s board of directors (the “Board”) to amend the Company’s Amended and

Restated Certificate of Incorporation to effect one or more reverse stock splits of the issued and outstanding shares of the

Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), at a ratio of not

less than 1-for-2 and not more than 1-for-100, to be implemented at a date no later than June 30, 2026, with the exact ratio to be

determined by the Board in its sole discretion. The Board previously exercised a portion of that authority by effecting a 1-for-10

reverse stock split that became effective at 12:01 a.m. Eastern Time on April 24, 2026.

On June 26, 2026, the Board approved a

1-for-5 reverse stock split of the Company’s issued and outstanding shares of Class A Common Stock (the “Reverse

Stock Split”). On July 15, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of

Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the

Reverse Stock Split. The Reverse Stock Split will become effective as of 12:01 a.m. Eastern Time on July 22, 2026 (the

“Effective Time”).

As a result of the Reverse Stock Split, at

the Effective Time every five (5) outstanding shares of the Company’s Class A Common Stock will, without any further action by

the Company or any holder thereof, be combined into and automatically become one (1) share of the Company’s Class A Common

Stock. No fractional shares will be issued in connection with the Reverse Stock Split; any fractional share resulting from the

Reverse Stock Split will be rounded up to the nearest whole share.

In addition, pursuant to Section E.2(c) of Article IV of the Company’s Amended and Restated Certificate of Incorporation, which

provides that if the Company subdivides or combines (including by reclassification) the outstanding shares of Class A common stock or

Class B common stock, the outstanding shares of all of the Company’s common stock will be subdivided or combined in the same proportion

and manner, the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), will also

be combined at the Effective Time on the same 1-for-5 basis. As a result, the 300,000 issued and outstanding shares of Class B Common

Stock will be combined into 60,000 shares. All of the issued and outstanding shares of Class B Common Stock are held by John Xu, the Company’s

Chairman and Chief Executive Officer, through Golden Tree USA Inc., and each share of Class B Common Stock remains convertible into one

share of Class A Common Stock. The Reverse Stock Split does not change the number of authorized shares of Class B Common Stock or the

par value thereof.

The Reverse Stock Split is intended to

maintain compliance with the $1.00 minimum bid price requirement for continued listing of the Company’s Class A common stock

on The Nasdaq Stock Market LLC (“Nasdaq”). The Class A Common Stock is expected to begin trading on a Reverse

Stock Split-adjusted basis on Nasdaq at the opening of the market on July 22, 2026. The trading symbol for the Class A Common Stock

will remain “MSS,” and the new CUSIP number for the Class A Common Stock following the Reverse Stock Split is 560667404.

The Company’s transfer agent, VStock Transfer, LLC, is acting as exchange agent and paying agent for the Reverse Stock

Split.

- 1 -

The Reverse Stock Split does not change the

number of authorized shares of the Company’s Class A Common Stock or the par value per share, and does not change the

Company’s authorized, or issued and outstanding, shares of preferred stock or the par value thereof. Except for de minimis

adjustments resulting from the treatment of fractional shares, the Reverse Stock Split will not have any immediate dilutive effect

on the Company’s stockholders, as each stockholder will hold the same percentage of the outstanding Class A Common Stock

immediately following the Reverse Stock Split as such stockholder held immediately prior thereto.

As a result of the Reverse Stock Split,

proportionate adjustments will be made to the number of shares of Class A Common Stock issuable upon the exercise or conversion of

the Company’s outstanding warrants, options and other securities convertible into, or exercisable or exchangeable for, shares

of Class A Common Stock, and to the exercise or conversion prices thereof, in each case in accordance with their respective terms,

and to the number of shares issued and issuable under the Company’s existing equity incentive plans.

The foregoing description of the Certificate of

Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment,

a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 20, 2026, the Company issued a press release

announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 hereto. The information in this Item 7.01,

including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), nor incorporated by reference into any filing under the Securities Act

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Maison Solutions Inc.

99.1

Press Release, dated July 20, 2026

104

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

- 2 -

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

MAISON SOLUTIONS INC.

Date: July 20, 2026

By:

/s/ John Xu

Name:

John Xu

Title:

Chief Executive Officer

- 3 -

EX-3.1 — CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MAISON SOLUTIONS INC

EX-3.1

Filename: ea029619701ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

MAISON SOLUTIONS INC.

Maison Solutions Inc., a corporation organized

and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”) (the “Corporation”),

DOES HEREBY CERTIFY as follows:

FIRST: The text of Section B of Article

IV of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended to read in full as follows:

“Reclassification of

Common Stock; Stock Split. Upon the filing and effectiveness (the “Effective Time”) pursuant to the DGCL of this

Certificate of Amendment to the Certificate of Incorporation, each five (5) shares of the Corporation’s Class A common stock,

par value $0.0001 per share (the “Old Common Stock”), either issued or outstanding or held by the Corporation as

treasury stock, immediately prior to the Effective Time, will be automatically reclassified and combined (without any further act)

into one (1) share of Class A common stock, par value $0.0001 per share, of the Corporation (the “New Common

Stock”), without increasing or decreasing the amount of stated capital or paid-in surplus of the Corporation or the par

value, which shall remain $0.0001 per share (the “Reverse Stock Split”). No fractional shares of Class A common

stock will be issued as a result of the Reverse Stock Split; in lieu of issuing such fractional shares, any fractional share

resulting from the Reverse Stock Split shall be rounded up to the next whole number of shares of New Common Stock, and all shares of

Class A common stock eliminated as a result of the Reverse Stock Split will be cancelled. Any stock certificate that, immediately

prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and

without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock into which such

shares of Old Common Stock shall have been reclassified, plus the fraction, if any, of a share of New Common Stock issued as

aforesaid.”

SECOND: This Certificate of Amendment has

been duly adopted in accordance with Section 242 of the DGCL. The Board of Directors of the Corporation (the “Board”) duly

adopted resolutions setting forth this amendment and declaring its advisability, and this amendment was thereafter adopted by the written

consent of the holders of a majority of the issued and outstanding voting securities of the Corporation, dated as of October 19, 2025,

in accordance with Section 228 of the DGCL.

THIRD: This Certificate of Amendment to the Amended and

Restated Certificate of Incorporation shall become effective as of 12:01 a.m. Eastern Time on July 22, 2026.

IN WITNESS WHEREOF, Maison Solutions Inc. has caused this Certificate

of Amendment to be signed by a duly authorized officer of the Corporation, on June 30, 2026.

MAISON SOLUTIONS INC.

By:

/s/ John Xu

Name:

John Xu

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED JULY 20, 2026

EX-99.1

Filename: ea029619701ex99-1.htm · Sequence: 3

Exhibit 99.1

Maison Solutions Announces Reverse Stock Split

MONTEREY PARK, CA, July 20, 2026 -

Maison Solutions Inc. (NASDAQ:MSS) (“Maison Solutions” or the “Company”), a specialty grocery retailer

offering traditional Asian food and merchandise to U.S. consumers, today announced that, as previously approved by the stockholders of

the Company, it will implement a 1-for-5 reverse stock split of its outstanding shares of Class A common stock, effective on July 22,

2026, at 12:01 a.m. Eastern Time (the “Reverse Split”). The Company’s Class A common stock will continue

to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “MSS” and will begin trading on a split-adjusted

basis at the opening of the market on July 22, 2026, with a new CUSIP number 560667404.

The Reverse Split was authorized by the holders

of a majority of the Company’s outstanding stock entitled to vote on October 19, 2025, and approved by the Company’s Board of Directors

on June 26, 2026. The Reverse Split is intended to maintain compliance with the $1.00 minimum bid price requirement for continued listing

of the Company’s Class A common stock on Nasdaq.

As of the effective time of the Reverse Split,

every five (5) shares of issued and outstanding Class A common stock will automatically be combined and converted into one share. On the same 1-for-5 basis, and pursuant to the Company’s Amended and Restated Certificate of Incorporation, the Company’s

Class B common stock (all of which is held by John Xu, the Company’s Chief Executive Officer) will also be combined, from 300,000

shares to 60,000 shares. In addition, the exercise prices of, and the

number of shares subject to, the Company’s outstanding warrants, and the conversion prices of the Company’s outstanding convertible

securities, if any, will likewise be proportionately adjusted in accordance with their respective terms. Proportionate adjustments will

be made to the number of shares issued and issuable under the Company’s existing stock incentive plans.

No fractional shares of common stock will be

issued in connection with the Reverse Split. Stockholders who would otherwise hold a fractional share of common stock as a result of

the Reverse Split will have such fractional share rounded up to the nearest whole share of common stock. VStock Transfer, LLC will act

as the exchange agent for the Reverse Split and will provide stockholders with a transaction statement reflecting their post-split shareholdings.

The number of authorized shares of common stock and the par value per share will remain unchanged.

About

Maison Solutions Inc.

Maison Solutions Inc. is a U.S.-based specialty

grocery retailer offering traditional Asian food and merchandise, particularly to members of Asian-American communities. The Company

is committed to providing Asian fresh produce, meat, seafood, and other daily necessities in a manner that caters to traditional Asian-American

family values and cultural norms, while also accounting for the new and faster-paced lifestyle of younger generations and the diverse

makeup of the communities in which the Company operates. As of 2026, the Company operates one traditional Asian supermarket in the Los

Angeles, California area under the HK Good Fortune brand name and three supermarkets in the Phoenix and Tucson, Arizona metropolitan

areas under the Lee Lee International Supermarket brand name. To learn more about Maison Solutions, please visit the Company’s

website at www.maisonsolutionsinc.com. Follow us on LinkedIn and X.

Forward-Looking and Cautionary Statements

This press release contains “forward-looking

statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We caution readers that forward-looking

statements are predictions based on our current expectations about future events. Forward-looking statements may include, but are not

limited to, statements related to the Reverse Split, the effectiveness of the Certificate of Amendment, and the Company’s ability

to regain or maintain compliance with Nasdaq’s minimum bid price requirement, as well as statements, other than historical facts,

that address activities, events or developments that the Company intends, expects, projects, plans, believes or anticipates will or may

occur in the future. These forward-looking statements are not guarantees of future performance and are subject to known and unknown risks,

uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially

from those expressed or implied by the forward-looking statements as a result of a number of factors, including the risks discussed under

the caption “Item 1A. Risk Factors” in Part I of our most recent Annual Report on Form 10-K and any updates thereto under

the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC,

copies of which are available on the SEC’s website at www.sec.gov. Additionally, new risk factors emerge from time to time, and

it is not possible for us to predict all such risk factors or to assess the impact such risk factors might have on our business. We undertake

no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,

that occur after the date of this release, except as required by law.

Investor Relations Contact

info@maisonsolutionsinc.com

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