Cuprina shareholders approve share consolidation and higher Class B voting rights

Cuprina Holdings (Cayman) Limited (Nasdaq: CUPR) said in a 6-K filed May 14, 2026 that shareholders approved all nine items put to its 2026 annual meeting, held that day in Singapore and by live webcast. The filing gives the record date of April 16, 2026, when there were 7,365,000 Class A ordinary shares and 14,085,000 Class B ordinary shares outstanding and entitled to vote.

The turnout was thin on the Class A side. The filing says 205,469 Class A shares, about 2.79% of the votes of the outstanding Class A shares, were represented in person or by proxy. All 14,085,000 Class B shares were represented, which the filing puts at 100% of the Class B votes.

The share consolidation and new share capital

Shareholders approved a consolidation of the share capital. The 7,365,000 issued Class A shares would become 920,625 Class A shares, and the 14,085,000 issued Class B shares would become 1,760,625 Class B shares. Par value would rise from US$0.001 to US$0.008 per share, and fractions would be rounded up to one whole share.

The vote on the consolidation was 178,950 Class A shares for, 25,923 against and 206 abstaining. Class B holders voted 140,850,000 for. The filing does not give a reason for the consolidation.

Shareholders also approved an increase in authorised share capital, effective immediately after the consolidation, from US$50,000 to US$100,000, divided into 12,500,000 ordinary shares. The increase would split evenly between Class A and Class B shares at 6,250,000 each.

Class B votes and financing authority

The most significant change for control is the vote on Class B shares. Shareholders approved raising the votes per Class B share from 10 to 100. The Class A vote on that item was 173,320 for, 31,949 against and 200 abstaining, and Class B holders again voted 140,850,000 for.

Shareholders also approved a potential issuance, in one or more public or non-public financings, of ordinary shares that could result in a change of control under Nasdaq Listing Rules, or of 20% or more of the outstanding Class A shares. The directors will set the terms, pricing and method later. The vote on that item was 174,856 for, 30,413 against and 200 abstaining.

Shareholders approved J&S Associate PLT as auditor for the fiscal year ending December 31, 2025, with 170,755 Class A votes for, 30,117 against and 4,597 abstaining. They re-elected six directors, approved the Cuprina 2026 Employee Incentive Plan, and approved a proposal letting the chairman adjourn the meeting to solicit more proxies. The lowest Class A vote for a director was 167,485, for David Quek Yong Qi.

The IPO money and the annual figures

The company's annual report, filed April 27, 2026, says its initial public offering closed on April 11, 2025, with 3,000,000 Class A shares sold at US$4.00 each. The over-allotment option for 450,000 more shares was exercised in full and closed May 8, 2025. In total the company says it raised net proceeds of US$10.85 million after discounts and expenses, and it paid about US$2.95 million in offering costs. R. F. Lafferty was the representative of the underwriters.

The report says the company has partly used those proceeds for expansion into new markets, research and development, brand awareness, equipment, and repayment of loans from related parties that advanced working capital.

The annual figures are small against the reported losses. Revenue was $38,789 in 2025, against $35,522 in 2024. The net loss was $3.6 million in 2025, against $1.1 million in 2024. Cash used in operations was $7.1 million in 2025, against $908,609 in 2024, and year-end cash and cash equivalents were $2.4 million at December 31, 2025, against $85,622 at the end of 2024. Research and development expense was $176,385 in 2025, against $177,433 in 2024.

What the vote leaves open

The 6-K sets no timetable for the consolidation or for any share issuance, and it does not say whether the company intends to raise money under the new authority. All nine items passed.

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