Axonex AI Group Limited filed a Form 6-K with the SEC on November 5, 2026, disclosing that its Board of Directors approved a change to the company's authorized share structure, moving from a fixed maximum to an unlimited number of shares effective November 4, 2026.

Key Highlights

  • Board approval date: The Board of Directors approved the change by unanimous written resolutions on November 3, 2026.
  • Prior authorized share limit: The company was previously authorized to issue a maximum of 112,000,000 shares of no par value, divided into 100,800,000 Class A ordinary shares and 11,200,000 Class B ordinary shares.
  • New authorized share structure: The maximum was changed to an unlimited number of shares of no par value, divided into an unlimited number of Class A ordinary shares and an unlimited number of Class B ordinary shares.
  • Effective date: The Sixth Amended and Restated Memorandum and Articles of Association became effective on November 4, 2026, following filing with the Registrar of Corporate Affairs of the British Virgin Islands.
  • Registration statement incorporation: The 6-K is incorporated by reference into the company's Form F-3 registration statement (File No. 333-296027), filed with the SEC on May 19, 2026.

Axonex AI Group Adopts Sixth Amended M&A to Eliminate Share Cap

According to the filing, Axonex AI Group Limited (NASDAQ:AXNX), a British Virgin Islands business company headquartered in Lai Chi Kok, Kowloon, Hong Kong, disclosed a material change to its authorized share structure. On November 3, 2026, the Board of Directors passed unanimous written resolutions approving an increase from a fixed cap of 112,000,000 shares to an unlimited number of authorized shares. The shares carry no par value and are divided into two classes: Class A ordinary shares and Class B ordinary shares, both now authorized without a numerical ceiling.

The company reported that in connection with this change, the board adopted a Sixth Amended and Restated Memorandum and Articles of Association, referred to in the filing as the "Sixth Amended M&A." The document was described as reflecting only this single change. The Sixth Amended M&A was filed with the Registrar of Corporate Affairs of the British Virgin Islands and, according to the filing, became effective on November 4, 2026. A copy of the Sixth Amended M&A was attached to the 6-K as Exhibit 3.1.

The filing further noted that this Form 6-K report is incorporated by reference into the company's registration statement on Form F-3, as amended, filed with the SEC on May 19, 2026, under File No. 333-296027, and "shall be deemed to be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished." The report was signed by Hoi Lung Chan, Chief Executive Officer and Chairman of the Board, on November 5, 2026.

What Was Disclosed

Axonex AI Group Limited disclosed via Form 6-K that its Board approved changing its authorized share count from a fixed maximum of 112,000,000 shares to an unlimited number of Class A and Class B ordinary shares of no par value, effective November 4, 2026 under a Sixth Amended and Restated Memorandum and Articles of Association.