{"url_path":"/sec/mss/8-k/2026-07-20/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1892292/0001213900-26-079613-index.html","accession_number":"0001213900-26-079613","cik":"0001892292","ticker":"MSS","issuer_name":"Maison Solutions Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1892292/0001213900-26-079613-index.html","primary_entity_key":"0001892292","primary_entity_name":"Maison Solutions Inc."},"word_count":888,"has_tables":true,"body_markdown":"**Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change\nin Fiscal Year.**\n\n \n\nAs previously disclosed in an\nInformation Statement on Schedule 14C filed with the U.S. Securities and Exchange Commission (the “SEC”) in November\n2025, the holders of a majority of the issued and outstanding voting securities of Maison Solutions Inc., a Delaware corporation\n(the “**Company**”), approved, by written consent in lieu of a special meeting dated October 19, 2025, the grant of\nauthority to the Company’s board of directors (the “**Board**”) to amend the Company’s Amended and\nRestated Certificate of Incorporation to effect one or more reverse stock splits of the issued and outstanding shares of the\nCompany’s Class A common stock, par value $0.0001 per share (the “**Class A Common Stock**”), at a ratio of not\nless 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\ndetermined by the Board in its sole discretion. The Board previously exercised a portion of that authority by effecting a 1-for-10\nreverse stock split that became effective at 12:01 a.m. Eastern Time on April 24, 2026.\n\n \n\nOn June 26, 2026, the Board approved a\n1-for-5 reverse stock split of the Company’s issued and outstanding shares of Class A Common Stock (the “**Reverse\nStock Split**”). On July 15, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of\nAmendment to its Amended and Restated Certificate of Incorporation (the “**Certificate of Amendment**”) to effect the\nReverse Stock Split. The Reverse Stock Split will become effective as of 12:01 a.m. Eastern Time on July 22, 2026 (the\n“**Effective Time**”).\n\n \n\nAs a result of the Reverse Stock Split, at\nthe Effective Time every five (5) outstanding shares of the Company’s Class A Common Stock will, without any further action by\nthe Company or any holder thereof, be combined into and automatically become one (1) share of the Company’s Class A Common\nStock. No fractional shares will be issued in connection with the Reverse Stock Split; any fractional share resulting from the\nReverse Stock Split will be rounded up to the nearest whole share.\n\n \n\nIn addition, pursuant to Section E.2(c) of Article IV of the Company’s Amended and Restated Certificate of Incorporation, which\nprovides that if the Company subdivides or combines (including by reclassification) the outstanding shares of Class A common stock or\nClass B common stock, the outstanding shares of all of the Company’s common stock will be subdivided or combined in the same proportion\nand manner, the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), will also\nbe 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\nStock 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\nChairman and Chief Executive Officer, through Golden Tree USA Inc., and each share of Class B Common Stock remains convertible into one\nshare of Class A Common Stock. The Reverse Stock Split does not change the number of authorized shares of Class B Common Stock or the\npar value thereof.\n\n \n\nThe Reverse Stock Split is intended to\nmaintain compliance with the $1.00 minimum bid price requirement for continued listing of the Company’s Class A common stock\non The Nasdaq Stock Market LLC (“**Nasdaq**”). The Class A Common Stock is expected to begin trading on a Reverse\nStock Split-adjusted basis on Nasdaq at the opening of the market on July 22, 2026. The trading symbol for the Class A Common Stock\nwill remain “MSS,” and the new CUSIP number for the Class A Common Stock following the Reverse Stock Split is 560667404.\nThe Company’s transfer agent, VStock Transfer, LLC, is acting as exchange agent and paying agent for the Reverse Stock\nSplit.\n\n \n\n- 1 -\n\n \n\n \n\nThe Reverse Stock Split does not change the\nnumber of authorized shares of the Company’s Class A Common Stock or the par value per share, and does not change the\nCompany’s authorized, or issued and outstanding, shares of preferred stock or the par value thereof. Except for de minimis\nadjustments resulting from the treatment of fractional shares, the Reverse Stock Split will not have any immediate dilutive effect\non the Company’s stockholders, as each stockholder will hold the same percentage of the outstanding Class A Common Stock\nimmediately following the Reverse Stock Split as such stockholder held immediately prior thereto.\n\n \n\nAs a result of the Reverse Stock Split,\nproportionate adjustments will be made to the number of shares of Class A Common Stock issuable upon the exercise or conversion of\nthe Company’s outstanding warrants, options and other securities convertible into, or exercisable or exchangeable for, shares\nof Class A Common Stock, and to the exercise or conversion prices thereof, in each case in accordance with their respective terms,\nand to the number of shares issued and issuable under the Company’s existing equity incentive plans.\n\n \n\nThe foregoing description of the Certificate of\nAmendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment,\na copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference."}