Material Modification to Rights of Security Holders · Regulation FD Disclosure
Item 3.03 Material Modification to Rights of Security Holders. On June 20, 2025, Next Technology Holding Inc., a Wyoming corporation (the “Company”) held the annual stockholders meeting and approved a proposal to authorize the Company’s board of directors (the “Board”) to effect one or multiple reverse stock splits (each, a “Reverse Stock Split”) of all outstanding shares of the Company’s common s…
Filed Aug 5, 2026Accepted Aug 5, 2026, 4:03 PM EDTCIK 1784970Accession 0001213900-26-085658
Technology Holding Inc. Incorporated in Wyoming on March 28, 2019, the Company is a technology company built on a dual-engine strategy of “AI plus digital assets.” The Company delivers AI-enabled SaaS software design, development and implementation to industrial clients across the Asia-Pacific region and beyond. Holdings may also be pledged for financing, partially liquidated for cash, or leveraged to generate additional income streams. The Company believes Bitcoin’s finite supply positions it for long-term appreciation as global adoption grows and as a potential hedge against inflation.
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 3.03Item 3.03 - Material Modification to Rights
Item
3.03 Material Modification to Rights of Security Holders.
On
June 20, 2025, Next Technology Holding Inc., a Wyoming corporation (the “Company”) held the annual stockholders meeting and
approved a proposal to authorize the Company’s board of directors (the “Board”) to effect one or multiple reverse stock
splits (each, a “Reverse Stock Split”) of all outstanding shares of the Company’s common stock, par value $0.0000 per
share (“Common Stock”), at a ratio ranging from any whole number between 1-for-10 and 1-for-250, with the actual split ratio
and the split effective time to be determined by the Board in its discretion.
On
July 29, 2026, the Board approved a Reverse Stock Split at a ratio of 100-for-1 (the “Specific Reverse Stock Split”). The
Specific Reverse Stock Split will become effective at 12:01 a.m., Eastern Time on August 10, 2026 (the “Effective Time”).
The Company’s shares of Common Stock will begin to trade on a split-adjusted basis on the Nasdaq Capital Market at the commencement
of trading on August 10, 2026, under the Company’s existing trading symbol “NXTT”. The Company’s Common Stock
has been assigned a new CUSIP number of 961884400 in connection with the Specific Reverse Stock Split.
At
the Effective Time, every 100 shares of Common Stock issued and outstanding will be combined into one share of Common Stock. The Specific
Reverse Stock Split will reduce the number of shares of the Company’s Common Stock outstanding from approximately 147,296,192 shares
to approximately 1,472,962 shares. The number of authorized shares of Common Stock and the par value of each share of Common Stock will
remain unchanged. No fractional shares will be issued as a result of the Specific Reverse Stock Split, and any fractional shares that
would otherwise have resulted from the Specific Reverse Stock Split will be rounded up. Under the Company’s 2025 Equity Incentive
Plan (the “Plan”), to the extent that the shares of Common Stock reserved under the Plan remain unissued, such unissued shares
will not be subject to adjustment for any decrease in the number shares of Common Stock resulting from the Specific Reverse Stock Split.
The
Specific Reverse Stock Split will affect all stockholders of the Company uniformly and will not affect any stockholder’s ownership
percentage of the Company’s shares of Common Stock (except to the extent that the Specific Reverse Stock Split would result in
some of the shareholders’ fractional shares being rounded up).
As
a result of the Specific Reverse Stock Split, when effected in the market, the Company’s stockholders who hold their shares (i)
in electronic form at brokerage firms will not need to take any action, as the effect of the Specific Reverse Stock Split will automatically
be reflected in their brokerage accounts, (ii) electronically in book-entry form with the transfer agent, Transhare Corporation, will
not need to take action to receive shares of post-Specific Reverse Stock Split Common Stock, and (iii) with a bank, broker, custodian
or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.
For
more information regarding the Reverse Stock Split(s), including the Specific Reverse Stock Split, see the definitive proxy statement
filed by the Company with the Securities and Exchange Commission on May 6, 2025, and amended on May 7, 2025, the relevant portions of
which are incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure.
On
August 5, 2026, the Company issued a press release announcing the Specific Reverse Stock Split. The press release is furnished as Exhibit
99.1 and incorporated by reference herein.
The
information responsive to Item 7.01 of this Form 8-K and Exhibit 99.1 attached, shall not be deemed
“ filed ” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)
or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Filed exhibits (1)
EX-99.1 (by filename) ea030055901ex99-1.htm
EX-99.1
2
ea030055901ex99-1.htm
NEXT TECHNOLOGY HOLDING INC. ANNOUNCES REVERSE STOCK SPLIT
Exhibit 99.1
Next
Technology Holding Inc. Announces Reverse Stock Split
CHEYENNE, Wyoming, Aug. 05, 2026 (GLOBE NEWSWIRE) -- Next Technology Holding Inc. (“NXTT” or the “Company”) (NASDAQ: NXTT),
a technology firm committed to delivering AI-enabled software development services and strategic Bitcoin acquisition, announced today
that it will implement a reverse stock split of its issued and outstanding shares of common stock at a ratio of 100-for-1, effective
at 12:01 a.m., Eastern Time on August 10, 2026. The reverse stock split will be effected simultaneously for all outstanding shares of
the company’s common stock and will affect all of the Company’s stockholders uniformly.
The
Company’s common stock will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the Company’s existing
trading symbol “NXTT” and will begin trading on a split-adjusted basis at the commencement of trading on August 10, 2026.
The new CUSIP number for the common stock following the reverse stock split will be: 961884400.
As
a result of the reverse stock split, every 100 shares of the Company’s commo…