UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of October 2024
Commission
File Number: 001-40472
A2Z
CUST2MATE SOLUTIONS CORP.
(Registrant)
1600-609
Granville Street
Vancouver,
British Columbia V7Y 1C3 Canada
(Address
of Principal Executive Offices)
Indicate
by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
A2Z
Cust2Mate Solutions Corp. (the “Company”) has effected a 1-for-2.5 reverse share split (“Reverse Share Split”)
of its common shares, no par value per share (“Common Shares”). The Reverse Share Split became effective at 12:01 a.m. Eastern
Time on October 8, 2024, and the Common Shares commenced trading on the Nasdaq Capital Market on a post-split basis at the opening of
the market on October 8, 2024. The Common Shares will continue to trade on the Nasdaq Capital Market under the Company’s existing
trading symbol, “AZ,” and a new CUSIP number 002205102 has been assigned as a result of the Reverse Share Split.
The
Reverse Share Split was primarily intended to bring the Company into compliance with the $1.00 minimum bid price requirement for maintaining
its listing on Nasdaq. There is no guarantee the Company will meet the minimum bid price requirement.
The
1-for-2.5 reverse share split (the “Ratio”) automatically combined and converted 62,241,236 current Common Shares into 24,896,494
issued and outstanding new shares. Each outstanding share option, pre-funded warrant, share purchase warrant, and other convertible security
of the Company convertible into pre-Reverse Share Split Common Shares that had not been exercised or cancelled prior to the effective
date of the implementation of the Reverse Share Split were adjusted pursuant to the terms of the instrument or plan governing such security
on the same Reverse Share Split Ratio described above, and each holder of such pre-Reverse Share Split convertible securities became
entitled to receive post-Reverse Share Split Common Shares pursuant to such adjusted terms. The Reverse Share Split will not change the
par value of the Common Shares.
No
fractional shares were issued in connection with the Reverse Share Split. All fractional shares were rounded up to the next higher whole
number.
The
Company’s transfer agent, Olympia Trust Company, serves as exchange agent for the Reverse Share Split. Shareholders owning shares
via a broker, bank, trust or other nominee had their positions automatically adjusted to reflect the Reverse Share Split, subject to
such broker’s particular processes, and were not required to take any action in connection with the Reverse Share Split. Registered
shareholders holding pre-split Common Shares electronically in book-entry form will need to complete a letter of transmittal to receive
their new post-Reverse Share Split book-entry statement. Holders of share certificates will need to send their old physical certificates
with a letter of transmittal to receive their new post-Reverse Share Split certificate.
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, thereunto duly authorized.
|
A2Z
CUST2MATE SOLUTIONS CORP. |
|
(Registrant) |
|
|
|
Date:
October 8, 2024 |
By |
/s/
Gadi Graus |
|
|
Gadi
Graus |
|
|
Chief
Executive Officer |
EXHIBIT
INDEX
Exhibit
99.1
A2Z
Announces Reverse Share Split
Reverse
Share-Split to be effective on October 8, 2024
TEL
AVIV, ISRAEL / ACCESSWIRE / October 3, 2024 / A2Z Cust2Mate Solutions Corp. (“A2Z” or the “Company”) (NASDAQ:AZ)
(FRA - WKN:A3CSQ), a global leader in innovative technology solutions, today announced that it will effect a 1-for-2.5 reverse share
split (“Reverse Share Split”) of its common shares, no par value per share (“Common Shares”). The Reverse Share
Split will become effective at 12:01 a.m. Eastern Time on October 8, 2024, and the Common Shares will commence trading on the Nasdaq
Capital Market on a post-split basis at the opening of the market on October 8, 2024. The Common Shares will continue to trade on the
Nasdaq Capital Market under the Company’s existing trading symbol, “AZ,” and a new CUSIP number 002205102 has been
assigned as a result of the Reverse Share Split.
The
Reverse Share Split is primarily intended to bring the Company into compliance with the $1.00 minimum bid price requirement for maintaining
its listing on Nasdaq. There is no guarantee the Company will meet the minimum bid price requirement.
The
1-for-2.5 reverse share split (the “Ratio”) will automatically combine and convert 62,241,236 current Common Shares into
24,896,494 issued and outstanding new shares. Each outstanding share option, pre-funded warrant, share purchase warrant, and other convertible
security of the Company convertible into pre-Reverse Share Split Common Shares that has not been exercised or cancelled prior to the
effective date of the implementation of the Reverse Share Split will be adjusted pursuant to the terms of the instrument or plan governing
such security on the same Reverse Share Split Ratio described above, and each holder of such pre-Reverse Share Split convertible securities
will become entitled to receive post-Reverse Share Split Common Shares pursuant to such adjusted terms. The Reverse Share Split will
not change the par value of the Common Shares.
No
fractional shares will be issued in connection with the Reverse Share Split. All fractional shares will be rounded up to the next higher
whole number.
The
Company’s transfer agent, Olympia Trust Company, will serve as exchange agent for the Reverse Share Split. Shareholders owning
shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Share Split,
subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Share
Split. Registered shareholders holding pre-split Common Shares electronically in book-entry form will need to complete a letter of transmittal
to receive their new post-Reverse Share Split book-entry statement. Holders of share certificates will need to send their old physical
certificates with a letter of transmittal to receive their new post-Reverse Share Split certificate.
About
A2Z Cust2mate Solutions Corp.
A2Z
Cust2Mate Solutions Corp. brings innovation, ease, excitement and value to retailers and shoppers. The Company is transforming brick-and-mortar
retail with innovative smart shopping cart solutions that digitize the in-store shopping experience. The proven-in-use, friendly, sensor
rich, AI driven carts enhance customer satisfaction and loyalty, minimize shrinkage, optimize retailers’ operations and enable
new business models. The smart carts streamline in-store shopping by enabling in-cart scanning and payment, allowing users to bypass
checkout lines while alleviating labor shortages. Retailers can optimize merchandising, store layouts and promotions from data-driven
insights, while shoppers get real-time information and personalized offers, turning a necessary chore into a fun and rewarding experience.
For
more information on A2Z Cust2mate Solutions Corp. (NASDAQ:AZ)($AZ)(FRA - WKN:A3CSQ) and its subsidiary, Cust2mate Ltd., please visit
www.cust2mate.com.
Forward-Looking
Statements
Matters
discussed in this press release may contain forward-looking statements that are subject to substantial risks and uncertainties. Forward-looking
statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,”
“contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,”
“may,” “might,” “plan,” “potential,” “predict,” “project,” “target,”
“aim,” “should,” “will” “would,” or the negative of these words or other similar expressions,
although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current
expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict, including whether the referenced
patent will be granted. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to
be accurate. These and other risks and uncertainties are described more fully in the Company’s filings on EDGAR and with the SEC.
Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking
statements contained herein. Forward-looking statements contained in this announcement are made as of this date, and the Company disclaims
any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. This press release does not constitute an offer to sell or a solicitation of an offer
to sell any of the securities described herein.
Company
Contact Information:
Gadi
Graus, CEO
Gadi.g@a2zas.com
+972-73-370054
Investor
Contact:
John
Gildea, VP corporate communication
john@a2zas.com
+353-8-68238177
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