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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 2025
HWH International Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41254 | 87-3296100 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 4800 Montgomery Lane, Suite 210 Bethesda, MD | 20814 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (301) 971-3955
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 (see General Instruction A.2. below):
| ☐ | 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)) |
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 per share | HWH | The Nasdaq Capital Market |
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. ☐
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into Item 3.03 of this Current Report on Form 8-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 18, 2025, HWH International Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect a 1-for-5 reverse stock split (the “Reverse Stock Split”). The Reverse Stock Split will be effective as of market open on February 24, 2025 (the “Effective Time”).
At the Effective Time, each 5 shares of the Company’s common stock issued and outstanding will be combined and converted into 1 share of the Company’s common stock. The par value of the common stock following the Reverse Stock Split will remain at $0.0001 per share. No fractional shares shall be issued as a result of the Reverse Stock Split. In lieu thereof, any person who would otherwise be entitled to a fractional share of common stock as a result of the Reverse Stock Split will be entitled to receive a cash payment equal to the fraction of a share of common stock to which such holder would otherwise be entitled multiplied by the closing price per share of the common stock on the Nasdaq Capital Market on the date of the effectiveness of the reverse stock split.
In connection with the Reverse Stock Split, the CUSIP number for the common stock will be changed to 44852G309.
Item 8.01. Other Information.
On February 20, 2025, the Company issued a press release announcing an anticipated effective date of February 24, 2025 for the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number |
Description | |
| 3.1 | Amendment to Amended and Restated Certificate of Incorporation. | |
| 99.1 | ||
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Date: February 20, 2025 | HWH INTERNATIONAL INC. | |
| By: | /s/ Rongguo Wei | |
| Name: | Rongguo Wei | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
HWH INTERNATIONAL INC.
HWH International, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:
FIRST: That the Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware this Certificate of Amendment to the Amended and Restated Certificate of Incorporation (this “Amendment”) and (ii) declaring this Amendment to be advisable, submitted to and considered by the stockholders of the Corporation entitled to vote thereon for approval by the affirmative vote of such stockholders in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”) and recommended for approval by the stockholders of the Corporation.
SECOND: That this Amendment was duly adopted in accordance with the terms of the Certificate of Incorporation and the provisions of Section 242 of the DGCL by the Board of Directors and stockholders of the Corporation.
THIRD: That the capital of the Corporation shall not be reduced under or by reason of this Amendment.
FOURTH: That upon the effectiveness of this Amendment, the Certificate of Incorporation is hereby amended such that the following paragraph shall be added after the first paragraph of ARTICLE 4 of the Certificate of Incorporation:
“As of 9:00 a.m. (eastern time) on February 24, 2025 (the “Effective Time”), each five shares of Common Stock issued and outstanding at such time shall be combined into one (1) share of Common Stock (the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain $.0001 per share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares shall be entitled to receive a cash payment (without interest) in an amount equal to the fraction of a share of Common Stock to which the stockholder would otherwise be entitled multiplied by the closing price of the Common Stock, as reported on The Nasdaq Stock Market, on the date of the Effective Time. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (an “Old Certificate”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”
IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be executed by Rongguo Wei, its Chief Financial Officer, this 18th day of February, 2025.
| HWH INTERNATIONAL INC. | ||
| By: | /s/ Rongguo Wei | |
| Name: | Rongguo Wei | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
HWH International Inc. Announces Reverse Stock Split
BETHESDA, MD, February 20, 2025 (GLOBE NEWSWIRE) — HWH International Inc. (the “Company”) (NASDAQ: HWH), a purpose-driven lifestyle company, today announced a 1-for-5 reverse stock split of the Company’s common stock to become effective at 9:00 a.m. (Eastern Time) on February 24, 2025. The Company’s common stock is expected to begin trading on a split-adjusted basis when the markets open on February 24, 2025, under the existing trading symbol “HWH.”
The reverse stock split is primarily intended to bring the Company into compliance with the minimum bid price requirements for maintaining its listing on the Nasdaq Capital Market. The new CUSIP number following the reverse stock split will be 44852G309.
As a result of the reverse stock split, every 5 shares of the Company’s common stock issued and outstanding or held by the Company as treasury stock will be automatically reclassified into one new share of common stock. The reverse stock split will not modify any rights or preferences of the shares of the Company’s common stock. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company’s warrants. The common stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split will not affect the number of authorized shares of common stock or the par value of the common stock. The reverse stock split was approved by the majority of the Company’s stockholders by written consent and by the Company’s Board of Directors on January 16, 2025.
No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise have held a fractional share after giving effect to the reverse stock split will instead receive a cash payment in an amount equal to the fraction of a share of common stock to which the stockholder would have otherwise been entitled, multiplied by the closing price of the Company’s common stock as reported on The Nasdaq Stock Market on the date of the effectiveness of the reverse stock split.
Additional information about the reverse stock split can be found in the Company’s definitive information statement filed with the Securities and Exchange Commission (the “SEC”) on January 28, 2025, which is available free of charge at the SEC’s website, www.sec.gov, and on the Company’s website at www.hwhintl.com.
About HWH International Inc.
HWH International Inc. is a purpose-driven lifestyle company encompassing differentiated offerings from four core pillars: Hapi Marketplace, Hapi Cafe, Hapi Travel and Hapi Wealth Builder. The Company develops new pathways to help people in their pursuit of Health, Wealth and Happiness.
Forward Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions.
Given these uncertainties, you should not place undue reliance on these forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. We do not undertake any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.
For investor and media inquiries, please contact:
HWH
International Inc.
4800 Montgomery Lane, Suite 210
Bethesda, MD 20814
301-971-3955
contact@hwhintl.com