Maison Solutions Inc. Files 8-K with Key Agreements and Equity Sales

TL;DR

Maison Solutions Inc. dropped an 8-K: new deals, debt, and stock sales on 10/22/25.

AI Summary

Maison Solutions Inc. filed an 8-K on October 22, 2025, reporting on several key events. These include entering into a material definitive agreement, creating a direct financial obligation, and the unregistered sale of equity securities. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Maison Solutions Inc., including new financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Maison Solutions Inc. (company) — Registrant
• October 22, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-41720 (commission_file_number) — SEC File Number
• 84-2498787 (ein) — IRS Employer Identification No.
• 127 N Garfield Ave, Monterey Park, CA 91754 (address) — Principal executive offices
• 626-737-5896 (phone_number) — Business phone

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share MSS The Nasdaq Stock Mark
• $3,000,000 — missory note in the principal amount of $3,000,000 (the "Additional Note") to the investor
• $6,500,000 — up to an aggregate principal amount of $6,500,000 (the "Incremental Warrant") issued by t
• $2,745,000 — m and was issued at a purchase price of $2,745,000. The interest rate may increase to 18.0
• $0.16 — Floor Price for the Additional Note is $0.16 per share. The conversion price of the
• $0.78 — ice of the Additional Note is initially $0.78 per share of Common Stock (the "Fixed P
• $500,000 b — Bloomberg) is equal to or greater than $500,000 between 4:00 a.m. and 11:00 a.m., New Yor
• $250,000 — under any other indebtedness exceeding $250,000, and certain final judgements for payme

Filing Documents

• ea0262175-8k_maison.htm (8-K) — 38KB
• ea026217501ex4-1_maison.htm (EX-4.1) — 228KB
• 0001213900-25-101329.txt ( ) — 491KB
• mss-20251022.xsd (EX-101.SCH) — 3KB
• mss-20251022_lab.xml (EX-101.LAB) — 33KB
• mss-20251022_pre.xml (EX-101.PRE) — 22KB
• ea0262175-8k_maison_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement Issuance of Additional Senior Secured Convertible Promissory Note On October 22, 2025, Maison Solutions Inc. (the "Company") issued an additional senior unsecured convertible promissory note in the principal amount of $3,000,000 (the "Additional Note") to the investor signatory to the Purchase Agreement (as defined below)(the "Holder") pursuant to a partial exercise of the previously reported note purchase warrant to purchase senior unsecured convertible promissory notes of the Company up to an aggregate principal amount of $6,500,000 (the "Incremental Warrant") issued by the Company pursuant to that certain Securities Purchase Agreement dated as of March 12, 2025 by and between the Company and the Holder (the "Purchase Agreement"). The Additional Note was issued, and the shares of the Company's Class A common stock, par value $0.0001 (the "Common Stock") issuable upon conversion of the Additional Note (the "Conversion Shares") will be issued, in a private placement transaction in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506(b) thereunder. The Company intends to use the net proceeds from the sale of the Additional Notes for working capital purposes for the Company and its subsidiaries The Additional Note has a maturity date of October 22, 2027, bears interest at a rate to 5.25% per annum and was issued at a purchase price of $2,745,000. The interest rate may increase to 18.00% per annum upon the occurrence of an Event of Default (as defined in the Additional Note), for so long as such event remains uncured. Accrued interest will be paid on a monthly basis and, at the Company's option, will either be paid in cash or paid-in-kind in shares of Common Stock, subject to certain terms and conditions as set forth in the Additional Note. The Holder has the right to elect at any time to convert the Additional No

03. Creation of a Direct

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Item3.02. Unregistered Sales of Equity Securities. The disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits Exhibit No. Description 4.1 Form of Senior Unsecured Convertible Promissory Note issued October 22, 2025. 4.2 Note Purchase Warrant, dated March 12, 2025, by and between the Company and the Holder (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed March 13, 2025). 10.1 Securities Purchase Agreement, dated March 12, 2025, by and between the Company and the Holder (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 13, 2025). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Maison Solutions Inc. Date: October 22, 2025 By: /s/ John Xu Name: John Xu Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR