07/22/2026 | Press release | Distributed by Public on 07/22/2026 06:00
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 20, 2026
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TIANCI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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| Nevada | 001-42591 | 45-5540446 |
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
Unit 1109, Lippo Sun Plaza, 28 Canton Road,
Tsim Sha Tsui, Kowloon, Hong Kong 999077
(Address of Principal Executive Office) (Zip Code)
852-266-21800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value | CIIT |
The Nasdaq Stock Market LLC (Nasdaq Capital Market) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (the "Amendment No.1") amends Item 5.03 of the Current Report on Form 8-K filed by Tianci International, Inc. (the "Company") on July 21, 2026 (the "Original Report"). Except as set forth below, this Amendment No. 1 does not amend, modify, or update any disclosures contained in the Original Report. Except as set forth below, nothing contained in this Amendment No. 1 updates any disclosure contained in the Original Report to reflect any events occurring after the filing of the Original Report. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Report and with the Company's other filings with the SEC.
Item 3.03 Material Modification to Rights of Security Holders
The information provided above under Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 5.03 of the Original Report disclosed that, as a result of the Reverse Stock Split (defined in the Original Report) , the exercise price of the Common Warrants (as defined in the Original Report) will be adjusted and reduced to the lowest volume-weighted average price ("VWAP", and such lowest VWAP, the "Event Market Price") during the period beginning five consecutive trading days immediately preceding, and ending five consecutive trading days immediately following, July 20, 2026 (the "Share Combination Adjustment Period"). As of the closing of trading on July 21, 2026, the Event Market Price is $3.06, which represents the lowest VWAP during the Share Combination Adjustment Period, rounded to the nearest cent. The number of shares of common stock issuable under the Common Warrants is approximately 1,602,795.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Tianci International, Inc. | ||
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Date: July 22, 2026 |
By: |
/s/ Shufang Gao Shufang Gao, CEO |
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