{"url_path":"/sec/ciit/8-k/2026-07-21/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendment to Articles of Incorporation","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/1557798/0001683168-26-005666-index.html","accession_number":"0001683168-26-005666","cik":"0001557798","ticker":"CIIT","issuer_name":"Tianci International, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1557798/0001683168-26-005666-index.html","primary_entity_key":"0001557798","primary_entity_name":"Tianci International, Inc."},"word_count":948,"has_tables":true,"body_markdown":"**Item 5.03 Amendment to Articles of Incorporation\nor Bylaws; Change in Fiscal Year.**\n\n \n\nAs previously disclosed, on April 10, 2026, the\nBoard of Directors (the \"Board\") of Tianci International, Inc. (the \"Company\") and the holders of a majority of the\noutstanding voting power of the Company (the \"Majority Stockholders\") approved, by written consent in lieu of a meeting, resolutions\nauthorizing the Board to amend the Company’s Articles of Incorporation (the \"Amendment\") with the Secretary of State of the\nState of Nevada to effect one or more reverse stock splits of the Company’s outstanding common stock, par value $0.0001 per share (\"Common\nStock\"), at an aggregate ratio of up to 1-for-250, with the exact ratio and timing to be determined by the Board in its sole discretion,\nat any time within two years following the date of the stockholders’ resolution. This action, and the Company’s related disclosures, were\ndescribed in the Company’s definitive information statement on Schedule 14C, which was filed with the U.S. Securities and Exchange Commission\non April 24, 2026 (the \"Information Statement\") pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended.\n\n \n\nOn June 30, 2026, pursuant to the authority granted\nby the Board and the Majority Stockholders, the Board determined the final ratio for the reverse stock split at one-for-ten (1:10) (the\n“Reverse Stock Split”), effective as July 20, 2026.\n\n \n\nCommencing on July 20, 2026, trading of the Company’s\nCommon Stock continues on The Nasdaq Capital Market under the symbol “CIIT” on a Reverse Stock Split-adjusted basis. The new\nCUSIP number for the Company’s Common Stock following the Reverse Stock Split will be 88631G403.\n\n \n\nAs a result of the Reverse Stock Split, every\nten (10) shares of the Company’s issued and outstanding Common Stock immediately prior to the Effective Time was automatically combined\nand converted into one (1) share of Common Stock, without any change in the par value per share. The Reverse Stock Split reduced the number\nof issued and outstanding shares of Common Stock from 9,673,907 shares to 967,391  shares. The number of authorized shares of the\nCompany’s Common Stock remains unchanged.\n\n \n\nStockholders who would otherwise be entitled to\nreceive a fractional share will instead have their shares rounded up to the nearest whole number. No fractional shares have been issued\nas a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share in connection with\nthe Reverse Stock Split will receive one full share of the post-reverse stock split Common Stock in lieu of such fractional share. The\nReverse Stock Split will not affect the par value of the Common Stock.\n\n \n\nIn addition, as previously disclosed, on June\n17, 2026, the Company issued (i) warrants to initially purchase up to 6,055,000 shares of Common Stock at an initial exercise price of\n$0.81 per share to certain investors (the “Common Warrants”), pursuant to certain securities purchase agreement by and among\nthe Company and such investors dated June 16, 2026, and (ii) warrants to initially purchase up to 302,750 shares of Common Stock at an\ninitial exercise price of $0.81 per share to Maxim Group LLC (the “Placement Agent’s Warrants”) pursuant to certain\nplacement agency agreement by and between the Company and Maxim Group LLC dated June 16, 2026. The Common Warrants and the Placement Agent’s\nWarrants were issued pursuant to the Registration Statement on Form S-1, as amended (No. 333-296417), which was declared effective by\nthe Securities and Exchange Commission on June 15, 2026.\n\n \n\nImmediately following the Reverse Stock Split,\nthe exercise price of the Common Warrants and the Placement Agent’s Warrants will be adjusted to $8.1 per share, the number of shares\nof Common Stock issuable pursuant to the Common Warrants will be adjusted to 605,500 shares of Common Stock, and the number of shares\nof Common Stock issuable pursuant to the Placement Agent’s Warrants will be adjusted to 30,275 shares of Common Stock.\n\n \n\n \n\n \n\n 2 \n\n \n\nAdditionally, the exercise price of the Common\nWarrants will be further adjusted and reduced to the lowest volume-weighted average price (“VWAP”, and such lowest VWAP, the\n“Event Market Price”) during the period beginning five consecutive trading days immediately preceding, and ending five consecutive\ntrading days immediately following, July 20, 2026 (the “Share Combination Adjustment Period”) , provided that, for purposes\nof calculating the Event Market Price, the VWAP for trading days prior to July 20, 2026 will be the VWAP as reported after giving proportional\neffect to the Reverse Stock Split. The adjustment of the Exercise Price shall take effect beginning at the close of trading on the Nasdaq\nCapital Market on the first day of the Share Combination Adjustment Period and continuing each trading day thereafter until the close\nof trading on the Nasdaq Capital Market on the last day of the Share Combination Adjustment Period, effective at the close of trading\non the Principal Market on each trading day during the Share Combination Adjustment Period. The number of shares of common stock issuable\nunder the Common Warrants will be increased such that the aggregate exercise price, after giving effect to the decrease in the exercise\nprice, shall be equal to the aggregate exercise price in effect on the issuance date for the warrant shares then outstanding.\n\n \n\nAs of the closing of trading on July 20, 2026,\nthe Event Market Price is $3.0874 and the number of shares of Common Stock issuable under the Common Warrants is approximately 1,588,570.\n\n \n\nThe foregoing description of the Amendment does\nnot purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1\nto this Current Report on Form 8-K and is incorporated herein by reference."}