1-for-10,000 reverse split reduces share count — XY Labs (NASDAQ: XYLB)

Rhea-AI Filing Summary

XY Labs, Inc. effected a one-for-ten-thousand (1:10,000) reverse stock split of its Class A and Class B common stock effective March 31, 2026. Every 10,000 pre-split shares were combined into one post-split share. Fractional shares will be cashed out at $0.08 per share, as set by a third-party valuation and approved by the Board.

Key Figures

Reverse split ratio: 1-for-10,000 Fractional share cash-out price: $0.08 per share Certificate filed: Certificate of Amendment

3 metrics

Reverse split ratio 1-for-10,000 effective March 31, 2026

Fractional share cash-out price $0.08 per share determined by third-party valuation and approved by the Board

Certificate filed Certificate of Amendment filed with Delaware Secretary of State on March 30, 2026

Key Terms

Reverse Stock Split, fractional shares, book-entry

3 terms

Reverse Stock Split financial

"the Company effected a one-for-ten-thousand (1:10,000) reverse stock split"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

fractional shares financial

"no fractional shares will be issued; holders will receive a cash payment"

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

book-entry technical

"Stockholders holding their shares in book-entry form will see the adjustments automatically"

A book-entry is an electronic record that shows who legally owns a share, bond or other security instead of a paper certificate. Think of it like a bank ledger entry that tracks ownership and transfers; it makes buying, selling, dividend payments and ownership checks faster, cheaper and less risky for investors because nothing physical needs to be moved or stored.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-U

CURRENT REPORT

PURSUANT TO REGULATION A

Date of Report (Date of earliest event reported): March 31, 2026

XY Labs, Inc.

(Exact name of issuer as specified in its charter)

Delaware		46-1078182
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

740 13th Street #224

San Diego, California 92101

(Full mailing address of principal executive offices)

+1 866-200-5685

(Issuer’s telephone number, including area code)

Class A Common Stock

Class B Common Stock

(Title of each class of securities issued pursuant to Regulation A)

Item 3. Material Modification to Rights of Securityholders

Certificate of Amendment

On March 30, 2026, XY Labs, Inc. (the “Company”), filed a certificate of amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect the Reverse Stock Split (as defined below).

Reverse Stock Split

The Company effected a one-for-ten-thousand (1:10,000) reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of its common stock effective as of March 31, 2026. As a result, every ten thousand (10,000) shares of each class or series of the Company’s issued and outstanding common stock were automatically reclassified and combined into one (1) validly issued, fully paid, and non-assessable share of the same class or series, without increasing or decreasing the par value per share. The Reverse Stock Split was approved by the Company’s Board of Directors as well as holders of a majority of the Company’s outstanding common stock.

Following the Reverse Stock Split, no fractional shares will be issued. Stockholders who would otherwise be entitled to receive fractional shares will instead be entitled to receive a cash payment at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the current fair market value of the Common Stock, as determined by a third-party valuation firm and approved by the Board of Directors, which was determined to be $0.08 per share.

Stockholders are not required to take any action in connection with the Reverse Stock Split. Stockholders holding their shares in book-entry form will see the adjustments automatically reflected in their accounts.

Exhibit No.		Description
2.1		Certificate of Amendment of XY Labs, Inc.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	XY LABS, INC.
Date: March 31, 2026	By:	/s/ Arie Trouw
		Arie Trouw Chairman and Chief Executive Officer

FAQ

What did XYLB's Form 1-U disclose about the reverse stock split?

XY Labs implemented a 1-for-10,000 reverse split effective March 31, 2026. The filing states every 10,000 pre-split shares convert into one post-split share. The Board and holders representing a majority approved the Certificate of Amendment.

How will fractional shares be handled after the XYLB reverse split?

Fractional shares will not be issued; holders receive cash instead. Cash payments equal the fractional interest multiplied by a fair market value set at $0.08 per share by a third-party valuation firm and approved by the Board.

Do XYLB stockholders need to take any action for the reverse split?

No action is required by stockholders. Holders in book-entry form will see automatic adjustments in their accounts; certificates, if any, will be adjusted according to the amendment procedures described.

Who approved XY Labs' reverse split and where is the amendment filed?

The Board of Directors and holders of a majority of outstanding common stock approved the split. The Company filed a Certificate of Amendment with the Delaware Secretary of State to effect the reverse split.