Tianci International, Inc.
For the period ended Apr 30, 2026. Filed Jun 22, 2026.
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Apr 30, 2026 · Filed Jun 22, 2026
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Unregistered Sales of Equity Securities and Use of Proceeds
| ITEM 2. | UNREGISTERED SALE OF SECURITIES AND USE OF PROCEEDS |
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(a) Unregistered sales of equity securities
As consideration for hardware inventory with a total purchase price of $323,400, on January 15, 2026 the Company issued 114,286 shares (reflecting the March 2026 reverse stock split; 800,000 shares on a pre-split basis) of its common stock to the vendor. The common shares were measured at their fair value of approximately $288,000 on the transaction date, based on the quoted market price of the Company’s common stock. The transaction was effected without registration pursuant to Regulation S. There was no underwriter. There were no other unregistered sales of equity securities by the Company during the third quarter of fiscal year 2026, other than those reported in Current Reports on Form 8-K.
(c) Purchases of equity securities
The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the third quarter of fiscal year 2026.
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