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

October 22, 2025

Date of Report (Date of earliest event reported)

(Exact name of registrant as specified in its charter)

74 E. Glenwood Ave., #320

Smyrna, DE 19977

(Address of principal executive offices, including Zip Code)

(646) 453-0678

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 22, 2025, AiRWA Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Incorporation of the Company, as amended, with the Secretary of State of the State of Delaware, to effect a reverse stock split of the Company’s common stock, par value $0.001 (the “Common Stock”) at a ratio of 1-for-50 (the “Reverse Stock Split”), which will become effective on October 27, 2025, at 12:01 a.m., Eastern time.

The terms of the Reverse Stock Split are such that every fifty shares of the Company’s issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in par value per share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fraction of one share as a result of the Reverse Stock Split instead will receive one whole share of Common Stock in lieu of such fractional share. The Reverse Stock Split does not otherwise modify any rights or preferences of the Company’s Common Stock.

Effective at market open on October 27, 2025, the Common Stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market. The new CUSIP number for the Common Stock following the Reverse Stock Split is 831445507.

The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On October 23, 2025, the Company issued a press release related to the information described in Item 3.1 above. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01 and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Item 8.01 Other Events.

As of October 22, 2025, following the issuance of 20,000,000 shares of Common Stock pursuant to a securities purchase agreement dated June 30, 2025 in a previously disclosed private placement, and the sale of 914,503,161 shares of Common Stock in the “at-the-market” transactions under a previously disclosed sales agreement with A.G.P./Alliance Global Partners dated January 8, 2025, the Company had 949,066,180 shares of Common Stock outstanding.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are furnished with this Form 8-K:

SIGNATURE

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.