Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 20, 2026, Maison Solutions Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because it had not timely filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 (the “Form 10-K”), it no longer satisfies the continued listing requirement of Nasdaq Listing…

Entry into a Material Definitive Agreement. On July 22, 2026, Maison Solutions Inc., a Delaware corporation (the “Company”), and AZLL LLC, a wholly owned subsidiary of the Company (“AZLL”), entered into a Formation, Subscription and Software Contribution Agreement (the “Formation Agreement”) with Hangzhou Shengxianbao Technology Co., Ltd. (“SXB”) and Yiwu Yanghan E-Commerce Firm (“Yiwu Yanghan,” and together with SXB, the “Cash Subscribers”). The Formation Agreement provides for the formation…

Material Modification to Rights of Security Holders. To the extent required by

Entry into a Material Definitive Agreement. On July 1, 2026, Good Fortune Supermarket of San Gabriel, LP (“GF San Gabriel”), a California limited partnership that is 91% owned by Maison Solutions Inc. (the “Company”), and Good Fortune Supermarket of Monrovia, LP (“GF Monrovia” and, together with GF San Gabriel, the “Sellers”), a California limited partnership that is 85.25% owned by the Company, entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with ENSON MARKET 33 SAN…

Entry into a Material Definitive Agreement. On July 2, 2026, Maison Solutions Inc. (the “Company”) entered into an Equity Purchase Agreement (the “Agreement”) with DNL Management Inc., a California corporation (the “Buyer”). Pursuant to the Agreement, the Company agreed to sell all of its 91.67% equity interest (the “Equity Interest”), representing 91.67% of the issued and outstanding shares of common stock, in Super HK of El Monte, Inc., a California corporation (“Super HK of El Monte”), to…

Completion of Disposition of Assets. The execution of the Equity Purchase Agreement and the closing of the disposition of the Equity Interest occurred simultaneously. The information set forth in

Notice of Non-Compliance with Listing Standards. On May 6, 2026, Maison Solutions Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5620(a) because it did not hold an annual meeting of stockholders within one year of the end of its fiscal year ended April 30, 2026. As provided in Nasdaq Listing Rule 5810(c)(2)(G), the Compan…

Other Events. On April 29, 2026, Maison Solutions Inc., a Delaware corporation (the “Company”), announced a proposed settlement of a stockholder derivative action pending in the United States District Court for the Central District of California, captioned In re Maison Solutions Inc. Derivative Litigation, Case No. 2:24-cv-02897-SPG-KS (the “Action”). The Action is brought derivatively on behalf of the Company and alleges that, between October 5, 2023 and December 15, 2023, the Individual Def…

Material Modifications to Rights of Security Holders. To the extent required by

Material Modifications to Rights of Security Holders. As previously disclosed in a Schedule 14C, filed on November 3, 2025, the majority stockholders of Maison Solutions Inc., a Delaware corporation (the “Company”) approved, by written consent in lieu of a special meeting, the granting of the authority to our board of directors (the “Board”) to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of the Comp…

On January 31, 2026, the Company completed the disposition of its 49% Ownership Interest in HKGF Market of Arcadia, LLC, pursuant to the terms of the Buy-Sell Agreement. The consideration received by the Company was one dollar ($1.00).

Entry into a Material Definitive Agreement On January 31, 2026, Maison Solutions Inc. (the "Company") entered into a Buy-Sell Agreement (the "Agreement") with JC Business Guys, Inc., a California corporation (the "Buyer"). Pursuant to the Agreement, the Company agreed to sell its 49% ownership interest (the "Ownership Interest") in HKGF Market of Arcadia, LLC to the Buyer. The purchase price for the Ownership Interest is one dollar ($1.00). The transaction contemplated by the Agreement closed…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure included in

Unregistered Sales of Equity Securities. The disclosure included in

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 convert…

Unregistered Sales of Equity Securities. The disclosure included in

Entry into a Material Definitive Agreement. Securities Purchase Agreement; Senior Secured Convertible Promissory Notes On September 28, 2025, Maison Solutions Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Investor” or “Holder”), pursuant to which the Company agreed to issue and sell to the Investor, and the Investor agreed to purchase from the Company, Senior Secured Convertible Promissory Notes (the “Notes”)…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure included in

Entry into a Material Definitive Agreement. On September 11, 2025, we executed an Overseas Distribution Agreement (the “Agreement”) with Guizhou Moutai Chiew Import and Export Co., Ltd. (“Moutai”). Under the Agreement, we have agreed to act as a non-exclusive overseas reseller of Moutai’s 53° Flying Fairy Moutai Chiew liquor in the United States. We will distribute the product in our California-based HK Good Fortune stores. The total base supply volume under the Agreement is thirty (30) tons,…

Entry into a Material Definitive Agreement. On September 8, 2025, our subsidiaries Lee Lee Oriental Supermart, LLC (“Lee Lee”) and AZLL LLC (“AZLL”) closed a Business Loan Agreement (the “Agreement”) with Royal Business Bank (“RBB”) which provided secured financing in the principal amount of $5,250,000. The loan from RBB is further documented by a Promissory Note (the “Note”). The Note bears interest at a rate of 7.5% per year and requires monthly payments of principal and interest in the amo…

Amendments to employment agreements for base salary increases.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On August 13, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors of Maison Solutions Inc. (the “Company”), after discussions with the Company’s management and its independent registered public accounting firm, Kreit & Chiu CPA LLP, determined that the Company’s (i) audited financial statements included in the Company’s Annual Reports on Form 10-K for the perio…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 10, 2025, Maison Solutions Inc. (the “Company”) received a letter (the “Nasdaq Staff Deficiency Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule…

Material Modification to Rights of Security Holders. The disclosure contained in

Results of Operations and Financial Condition. On March 17, 2025, Maison Solutions Inc. (the “Company”) issued a press release reporting its financial results for the third quarter and first nine months of fiscal 2025 ended January 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Ac…