Material Modifications to Rights of Security Holders.

 

As previously disclosed in a Schedule 14C, filed on November 3, 2025, the majority stockholders of Maison Solutions Inc., a Delaware corporation (the "Company") approved, by written consent in lieu of a special meeting, the granting of the authority to our board of directors (the "Board") to amend the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of the Company's Class A common stock (the "Common Stock"), by a ratio of not less than 1-for-2 and not more than 1-for-100, with the exact ratio to be determined by the Board in its sole discretion. 

 

On March 23, 2026, the Board determined, after reviewing the number of currently issued and outstanding shares of the Company, that it is in the best interests of the Company to effectuate a reverse stock split at a ratio of 1-for-10 (the "Reverse Stock Split").

 

The Common Stock will continue to be traded on The Nasdaq Capital Market under the symbol MSS. Pursuant to the Reverse Stock Split, and upon effectiveness, every ten (10) outstanding shares of the Company's Common Stock will, without any further action by the Company, or any holder thereof, convert into, and automatically became, one (1) share of the Company's Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Any fractional shares of Common Stock resulting from the Reverse Stock Split will be rounded up to the nearest whole share.

 

The Company is effectuating the Reverse Stock Split in order to raise the per share bid price of the Company's Common Stock above $1.00 per share and bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2). The Company will have regained compliance once the Company's Common Stock trades at or above $1.00 per share for a minimum of 10 consecutive trading days, at which time Nasdaq will provide the Company with notice that it has regained compliance.