Welcome to our dedicated page for Maison Solutions SEC filings (Ticker: MSS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Maison Solutions Inc. (NASDAQ: MSS) SEC filings page on Stock Titan provides access to the company’s official regulatory documents as filed with the U.S. Securities and Exchange Commission. As a Nasdaq-listed emerging growth company and smaller reporting company, Maison Solutions submits a range of filings that detail its financial performance, capital structure, governance status, and material agreements.
Investors can review quarterly reports on Form 10-Q and annual reports on Form 10-K, which include discussions of net revenues from perishable and non-perishable goods, cost of revenues, gross profit and margins, EBITDA reconciliations, and net income or loss. These reports also describe the company’s specialty grocery operations through HK Good Fortune and Lee Lee International Supermarket stores and its focus on traditional Asian and international food and merchandise.
Maison Solutions’ filings include multiple registration statements on Form S-1 and S-1/A that register shares of Class A common stock issuable upon conversion of senior secured or senior unsecured convertible promissory notes. These documents explain the terms of the notes, such as original issue discounts, interest rates, maturity dates, conversion prices, floor prices, and beneficial ownership limitations, and they describe the company’s status as a “Controlled Company” under Nasdaq rules.
Current reports on Form 8-K provide detail on material events, including entry into Securities Purchase Agreements, issuance of convertible notes, pledge and security agreements, and business loan agreements related to the Lee Lee supermarket operations. Notifications of late filing on Form 12b-25 (NT 10-Q) explain timing of periodic reports when additional preparation time is required.
On Stock Titan, these filings are complemented by AI-powered summaries that highlight key terms, structural features, and potential implications without requiring investors to read every page. Users can quickly see how new convertible note financings, registration statements, or loan agreements may affect Maison Solutions’ capital structure, while still having direct access to the full text of each SEC filing.
Maison Solutions Inc. approved and implemented a 1-for-10 reverse stock split of its Class A common stock. The move is intended to increase the share price above $1.00 per share to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires at least ten consecutive trading days at or above that level.
Before the amendment, the company had 97,000,000 shares of common stock authorized, with 27,451,517 shares issued and outstanding. Upon effectiveness of the reverse split, these outstanding shares convert into approximately 2,745,151 shares. Authorized share counts and par values for both common and preferred stock remain unchanged.
No fractional shares will be issued; any fractional position is rounded up to the nearest whole share. Outstanding warrants, options, and other convertible or exercisable securities are adjusted proportionally in both share amounts and exercise or conversion prices so that holders keep the same economic interest.
Maison Solutions Inc. reported a sharp downturn for the quarter and nine months ended January 31, 2026. Quarterly revenue fell to $29.5M from $32.3M, and the company swung from net income of $1.0M a year earlier to a net loss of $5.2M. For the nine-month period, revenue declined to $84.3M from $89.8M, with net loss deepening to $11.8M versus prior-year net income of $1.3M.
Profitability was hurt by higher general and administrative expenses and sizable non-operating charges, including interest expense, investment losses, a $3.4M negative change in derivative liability and a $1.9M unrealized loss on digital assets. The company held digital assets with fair value of $1.1M as of January 31, 2026.
Maison disclosed an accumulated deficit of about $13.37M, negative working capital of $6.21M and total liabilities of $64.5M against stockholders’ equity of $7.6M. Management stated that recurring losses and liquidity metrics raise substantial doubt about the company’s ability to continue as a going concern, though it outlined plans to boost sales, control costs and access additional financing. Operating activities generated positive cash flow of $0.9M over nine months, while investing outflows were driven by digital asset purchases and financing cash flows reflected new bank and convertible borrowings alongside significant debt repayments.
Maison Solutions Inc. disclosed that it entered into and simultaneously closed a Buy-Sell Agreement with JC Business Guys, Inc. on January 31, 2026. Under this agreement, Maison Solutions sold its 49% ownership interest in HKGF Market of Arcadia, LLC to the buyer for cash consideration of $1.00.
The transaction was approved by the Board of Directors on January 27, 2026 and includes customary representations, warranties, mutual indemnification obligations, and a release by the buyer of Maison Solutions and its affiliates from certain claims. The company characterizes this as a completed disposition of assets tied to that ownership stake.
Maison Solutions Inc. reported that Nasdaq has granted it an additional 180 calendar days, until July 6, 2026, to regain compliance with Nasdaq’s minimum bid price rule, which requires its Class A common stock to maintain a closing bid of at least $1.00 per share. The company can regain compliance at any time during this extended period if its closing bid price is at or above $1.00 for at least ten consecutive business days. Maison Solutions states that it is closely monitoring its share price and is considering all available options to address the deficiency, including a potential reverse stock split.
Maison Solutions Inc. filed a notification of late filing for its quarterly report on Form 10-Q for the period ended October 31, 2025. The company explains that it could not timely prepare and finalize the financial information needed to complete the report and that submitting it on the original deadline would have required unreasonable effort or expense.
Maison Solutions states that it expects to file the delayed quarterly report within the permitted extension period.
Maison Solutions Inc. is registering the resale of up to 16,909,622 shares of Class A common stock issuable upon conversion of a $3,000,000 senior secured convertible note and related interest held by a single institutional investor. As of December 10, 2025, 22,229,652 Class A shares were outstanding, so the registered amount is large relative to the current share count and public float.
The note bears 8% annual interest, initially converts at $1.0289 per share with a floor price of $0.2058, and is subject to a 4.99% beneficial ownership cap that the investor may increase to 9.99% with notice. The company will not sell any shares or receive proceeds from this resale; it previously received $2,745,000 from the private placement and used approximately 90% of the net proceeds to acquire World Coin (WLD) as a treasury asset.
The disclosure emphasizes that large resales could pressure the MSS share price and dilute existing holders, especially because the conversion price can reset at a discount to market. It also notes Nasdaq’s minimum bid price deficiency and prior shareholder approval for a reverse stock split to help address continued listing requirements.
Maison Solutions Inc. is registering the resale of up to 22,790,625 shares of Class A common stock issuable upon conversion of a senior unsecured convertible note issued on October 22, 2025. The company is not selling any securities and will not receive proceeds from these resales.
The registered shares reflect assumptions that the $3,000,000 Additional Note and accrued interest at 5.25% per annum are converted at the $0.16 floor price. The note’s initial fixed conversion price is $0.78, with a monthly reset to the lower of the then‑effective fixed price or 95% of the lowest 10‑day VWAP, but not below the floor price. Due to these reset features, the number of shares ultimately issuable could increase, and the registered amount may not cover all shares potentially issuable.
Conversions are subject to a Beneficial Ownership Limitation of 4.99%, adjustable up to 9.99% with notice. Shares outstanding were 22,229,652 as of November 11, 2025. The filing notes that the registered shares represent approximately 80% of outstanding shares and approximately 199% of shares held by non‑affiliates. MSS trades on Nasdaq; the last reported price was $0.507 per share on November 7, 2025.
Maison Solutions (MSS) stockholders approved major corporate actions by written consent. The approvals include future issuance of up to 340,162,976 shares of Class A Common Stock issuable upon conversion of Senior Secured Convertible Notes, one or more reverse stock splits between 1-for-2 and 1-for-100 to be implemented no later than June 30, 2026, and the issuance of 760,000 Class B shares to Golden Tree USA Inc. for management services.
The Notes program contemplates up to $70,000,000 in principal, with an initial note of $3,000,000 issued for a purchase price of $2,745,000. Notes carry an 8% annual interest rate, an 8.5% original issue discount, and a two‑year maturity. Conversions are priced at the lower of the Nasdaq “Minimum Price” on issuance or 90% of the lowest 10‑day VWAP, subject to a floor of 20% of the Initial Note’s Minimum Price and a 4.99% Beneficial Ownership Limitation (increasable to 9.99% with 61 days’ notice). At least 90% of net proceeds must be used to acquire WLD, SOL, or agreed cryptocurrencies, held in a blocked custodial account as collateral.
The reverse split authority addresses Nasdaq bid‑price compliance (initial period through January 6, 2026). As of this statement, shares outstanding were 22,229,652 Class A and 2,240,000 Class B.
Maison Solutions Inc. entered a financing by issuing a senior unsecured convertible promissory note with principal of $3,000,000 to an existing investor. The note was sold at a purchase price of $2,745,000 and bears interest at 5.25% per year, maturing on October 22, 2027. The company intends to use net proceeds for working capital.
The note is convertible at an initial Fixed Price of $0.78 per share. After the initial registration statement for resale is effective, the conversion price resets monthly to the lower of the then‑effective Fixed Price and 95% of the lowest 10‑day VWAP, subject to a Floor Price of $0.16 per share. A trading‑day mechanic can further reduce the Conversion Price intraday under stated conditions. Upon default, an Alternate Conversion Price applies at the lower of the then‑effective price and 85% of the lowest 10‑day VWAP.
Interest is payable monthly in cash or paid‑in‑kind shares. Conversions are capped by a Beneficial Ownership Limitation of 4.99%, adjustable up to 9.99% with notice. The company may redeem amounts outstanding per the note’s terms, and certain “Amortization Events” trigger required monthly payments.
Maison Solutions (MSS) reported that holders of 80.66% voting power approved three actions by written consent. Stockholders authorized the future issuance of up to 340,162,976 shares of Class A upon conversion of senior secured convertible notes under a September 28, 2025 purchase agreement. They also approved one or more reverse stock splits at ratios from 1-for-2 to 1-for-100, to be implemented no later than June 30, 2026, and approved issuing 760,000 Class B shares to Golden Tree USA Inc. for management services.
The notes program contemplates up to $70,000,000 in principal, with an initial note of $3,000,000 sold for $2,745,000. Terms include an 8.5% original issue discount, 8% annual interest, two-year maturity, and conversion at the lower of Nasdaq “Minimum Price” at issuance or 90% of the lowest 10-day VWAP, subject to a floor at 20% of the Initial Note’s Minimum Price. Conversions are capped by a 4.99% Beneficial Ownership Limitation, increaseable to 9.99% with notice.
At least 90% of net proceeds must be used to acquire specified cryptocurrencies held in a blocked custodial account securing the notes. The reverse split authority follows a Nasdaq minimum bid price deficiency notice dated July 10, 2025.