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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
Date
of report (Date of earliest event reported):
October
27, 2026 (October 21, 2026)
ADVASA
HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
| 001-43445 |
|
39-3819559 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 1-2-7
Moto-Akasaka, Minato-ku, Tokyo, Japan |
|
107-0051 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
+81-3-6868-5538
(Registrant’s
Telephone Number, Including Area Code)
N/A
(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 (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbols |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.00001 |
|
ADBT |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
October 21, 2026, Advasa Holdings, Inc. (the “Company”) received written notice (the “Notice”) from The Nasdaq
Stock Market LLC (“Nasdaq”) indicating that, for the last 30 consecutive business days, the minimum bid price of the Company’s
common stock had been below the $1.00 per share minimum requirement for continued listing on the Nasdaq Global Market under Nasdaq Listing
Rule 5450(a)(1) (the “Minimum Bid Price Requirement”).
In
accordance with Nasdaq Listing Rule 5810(c)(3)(A) (as relates to the Minimum Bid Price Requirement), the Company has been provided an
initial period of 180 calendar days, or until April 19, 2027, to regain compliance with the Minimum Bid Price Requirement. The Notice
states that the Nasdaq staff will provide written notification that the Company has achieved compliance with Rule 5450(a)(1) if, at any
time before April 19, 2027, the Company can meet the applicable standard for a minimum of ten consecutive business days.
In
the event the Company does not regain compliance with the Minimum Bid Price Requirement by April 19, 2027, the Company may transfer to
The Nasdaq Capital Market, provided that it meets the applicable market value of publicly held shares requirement for continued listing
and all other applicable requirements for initial listing on the Nasdaq Capital Market (except for the bid price requirement) based on
the Company’s most recent public filings and market information and notifies Nasdaq of its intent to cure this deficiency. Following
a transfer to The Nasdaq Capital Market, the Company would be afforded the remainder of the applicable compliance period set forth in
Rule 5810(c)(3)(A)(ii), unless it does not appear to Nasdaq that it is possible for the Company to cure the deficiency.
If
the Company does not qualify for transfer, or fails to regain compliance with the Minimum Bid Price Requirement during the compliance
period, then the Nasdaq staff will provide written notification to the Company that its common stock will be subject to delisting. The
Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will
regain compliance with the Minimum Bid Price Requirement during the 180-day compliance period, secure an extension of the compliance
period beyond such compliance period, meet the requirements necessary to transfer to the Nasdaq Capital Market, or maintain compliance
with any other Nasdaq listing requirements. The Company intends to actively monitor the closing bid price of its common stock and may,
if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement.
The
Notice has no immediate effect on the listing or trading of the Company’s common stock and the common stock will continue to trade
on the Nasdaq Global Market under the symbol “ADBT.”
Forward-looking
statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements
that are not purely historical regarding the Company’s or its management’s intentions, beliefs, expectations and strategies
for the future, including statements regarding the Company’s ability to regain compliance with the Minimum Bid Price Requirement,
the Company’s intentions to actively monitor the closing bid price of its common stock, and the Company’s plans to consider
implementing available options to regain compliance with the Minimum Bid Price Requirement. All forward-looking statements included in
this Current Report on Form 8-K are made as of the date of this report, based on information currently available to the Company, deal
with future events, are subject to various risks and uncertainties, including the risk that the Company may not meet the Minimum Bid
Price Requirement by April 19, 2027 or, in the future, the risk that the Company may not otherwise meet the requirements for continued
listing under the Nasdaq Listing Rules, the risk that Nasdaq may not grant the Company relief from delisting if necessary, and the risk
that the Company may not ultimately meet applicable Nasdaq requirements if any such relief is necessary, among other risks and uncertainties,
and actual results could differ materially from those anticipated in those forward-looking statements. The risks and uncertainties that
may cause actual results to differ materially from the Company’s current expectations are more fully described in the Risk Factors
sections of the Company’s reports filed with the Securities and Exchange Commission. Except as required by law, the Company assumes
no obligation to update any such forward-looking statement after the date of this report or to conform these forward-looking statements
to actual results.
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 hereunto duly authorized.
| Dated:
October 27, 2026 |
Advasa
Holdings, Inc. |
| |
|
|
| |
By: |
/s/
Grady Ryther |
| |
Name: |
Grady
Ryther |
| |
Title: |
Chief
Executive Officer |
