New York, NY, Dec. 18, 2025 (GLOBE NEWSWIRE) -- VisionSys AI Inc (NASDAQ: VSA), today announced that it will effect a reverse share split of its outstanding ordinary shares, par value $0.00002 per share (the "Ordinary Shares"), and its American Depositary Shares (the "ADSs"), at a ratio of 1-for-50, to be effective on Nasdaq at the open of business on Monday, December 22, 2025.
The Company's ADSs will begin trading on a reverse share split-adjusted basis at the opening of The Nasdaq Capital Market ("Nasdaq") on Monday, December 22, 2025 (the "Effective Date"). Following the reverse share split, the Ordinary Shares will have a new par value of $0.001 per share. The Company has instructed the ADS depositary bank not to change the current ratio of ADSs to Class A Ordinary Shares. Instead, each ADS will continue to represent 250 underlying Class A Ordinary Shares, but the total number of ADSs outstanding will be reduced proportionately (the "ADS Reverse Split"). On the Effective Date, ADS holders of record in certified form will be required on a mandatory basis to surrender their ADSs to the depositary bank for the Company's ADS program, Citibank, N.A. (the "Depositary Bank"), for cancellation and will receive one (1) new ADS in exchange for every fifty (50) existing ADSs then held in connection with the ADS Reverse Split. Holders of uncertificated ADSs in the Direct Registration System and in The Depository Trust Company will have their ADSs automatically exchanged and need not take any action. The exchange of every fifty (50) then-held (existing) ADSs for one (1) new ADS will occur automatically, at the Effective Date, with the then-held ADSs being cancelled and new ADSs being issued by the Depositary Bank. Accordingly, the per-ADS market value is expected to increase proportionately, such that the aggregate economic interest of each ADS holder in the Company will remain unchanged. The ADSs will continue to trade on Nasdaq under the symbol "VSA" with the new CUSIP number, 876108309. The ADS Reverse Split is expected to lead the Company's ADSs to trade at approximately 50 times the price per share at which it trades prior to the effectiveness of the ADS Reverse Split. The Company, however, cannot assure that the price of its ADSs after the reverse split will reflect the 1-for-50 reverse split ratio, that the price per share following the effective time of the reverse split will be maintained for any period of time, or that the price will remain above the pre-split trading price.
No fractional shares will be issued in connection with the reverse share split and all such fractional interests will be rounded up to the nearest whole number of Class A Ordinary Shares. No new fractional ADSs will be issued in connection with the ADS Reverse Split. Instead, fractional entitlements to new ADSs will be aggregated and sold by the Depositary Bank and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the Depositary Bank.
The reverse share split will reduce the number of issued and outstanding shares of the Company's Ordinary Shares from 27,717,786,500 to approximately 554,355,730, including Class A Ordinary Shares from 27,357,483,550 to approximately 547,149,671, Class B Ordinary Shares from 360,302,950 to approximately 7,206,059.
On December 12, 2025, the board of directors of the Company determined to effect the reverse share split of the Class A Ordinary Shares and the ADS Reverse Split, at a ratio of 1-for-50.
Conyers Trust Company (Cayman) Limited is acting as the exchange agent and paying agent for the reverse share split. Shareholders holding their shares in book-entry form or in brokerage accounts need not take any action in connection with the reverse share split.
Conyers Trust Company (Cayman) Limited will provide instructions to any shareholders with certificates regarding the process in connection with the exchange of pre-reverse share split share certificates for ownership in book-entry form or share certificates on a post-reverse share split basis. Shareholders are encouraged to contact their bank, broker or custodian with any procedural questions.
About VisionSys AI Inc.
VisionSys AI Inc. (NASDAQ: VSA) is an emerging technology services company, specializing in brain-machine interaction businesses leveraging core algorithms and related software and hardware systems. The Company is dedicated to advancing AI-powered healthcare and biotech solutions that transform industries. Its mission is to empower individuals and organizations through intelligent systems, bridging innovation with real-world impact to create a smarter, more connected future.
Safe Harbor Statement
This press release contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "confident," and similar statements. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. All statements in this release other than statements of historical fact are forward-looking statements, including statements regarding the Company's execution of its Solana reserve strategy, the anticipated benefits of its Partnership with Marinade, and the potential opportunities such initiatives may create for the Company and its shareholders. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company's ability to successfully execute its Solana reserve strategy; volatility in the market price of SOL and other digital assets; changes in the regulatory or legal environment; competitive pressures; and general market, economic, and business conditions. Further information regarding these and other risks is included in the Company's filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Investor Relations Contact:
Matthew Abenante, IRC
President
Strategic Investor Relations, LLC
Tel: 347-947-2093
Email: matthew@strategic-ir.com
