Nasdaq flags AI Financial (NASDAQ: AIFC) for sub-$1 bid, sets cure deadline

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AI Financial Corporation received a notice from Nasdaq that its common stock no longer meets the $1.00 minimum closing bid price requirement for continued listing on the Nasdaq Capital Market. The deficiency was triggered after 30 consecutive business days with a bid price below $1.00, ending June 30, 2026.

The stock will continue trading under the symbol AIFC while the company has until December 28, 2026, a 180-day compliance period, to restore the bid price to at least $1.00 for a minimum of 10 consecutive business days. If needed and eligibility conditions are met, Nasdaq may grant an additional 180 days. The company is monitoring its share price and may consider actions such as a reverse stock split to regain compliance.

Positive

None.

Negative

Nasdaq bid-price deficiency and potential delisting risk: AI Financial’s stock failed to meet Nasdaq’s $1.00 minimum bid for 30 consecutive business days, starting a compliance clock that could ultimately lead to delisting if the price is not restored within one or two 180-day periods.

Insights

Nasdaq bid-price deficiency raises delisting risk but leaves time to cure.

AI Financial Corporation has fallen out of compliance with Nasdaq’s $1.00 minimum bid price rule after 30 consecutive business days below the threshold through June 30, 2026. This triggers a formal deficiency notice but not an immediate delisting.

The company has 180 calendar days, until December 28, 2026, to achieve a closing bid of at least $1.00 for 10 consecutive business days. Nasdaq may allow another 180 days if other listing standards, including the market value of publicly held shares, are met and the company states an intention to cure.

The filing notes AI Financial may consider options such as a reverse stock split to restore compliance. Actual outcomes will depend on future trading levels and any corporate actions the board authorizes and implements within the available compliance windows.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Key Figures

Nasdaq minimum bid price: $1.00 per share Deficiency observation period: 30 consecutive business days Initial compliance period: 180 calendar days +2 more

5 metrics

Nasdaq minimum bid price $1.00 per share Required under Nasdaq Listing Rule 5550(a)(2) for continued listing

Deficiency observation period 30 consecutive business days Period ending June 30, 2026, with bid below $1.00

Initial compliance period 180 calendar days Time allowed to regain compliance, ending December 28, 2026

Required compliant trading span 10 consecutive business days Minimum period AIFC’s bid must be at or above $1.00

Potential additional extension 180 calendar days Possible second compliance period if other listing standards are met

Key Terms

Nasdaq Listing Rule 5550(a)(2), minimum closing bid price, Nasdaq Capital Market, reverse split, +1 more

5 terms

Nasdaq Listing Rule 5550(a)(2) regulatory

"it is not in compliance with the minimum closing bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2)"

minimum closing bid price financial

"That Rule requires listed securities to maintain a minimum closing bid price of $1.00 per share"

A minimum closing bid price is the lowest share price a stock must register at market close—often set by an exchange or regulator and sometimes measured over a series of days—to keep the stock listed. Think of it like a minimum score a team must maintain to stay in a league; falling below it can trigger warnings, delisting risk, or corporate fixes such as reverse stock splits, and so it matters because it affects liquidity, investor access and the value and tradability of shares.

Nasdaq Capital Market market

"for continued listing on The Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

reverse split financial

"may, if appropriate, consider implementing available options, including, but not limited to, a reverse split of its common stock"

A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.

market value of publicly held shares financial

"so long as the Company meets the continued listing requirement for market value of publicly held shares"

The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

FAQ

What Nasdaq issue did AI Financial Corporation (AIFC) disclose?

AI Financial Corporation disclosed that Nasdaq notified it on July 1, 2026, that its stock no longer meets the $1.00 minimum closing bid price requirement after 30 consecutive business days below that level, creating a formal listing deficiency situation on the Nasdaq Capital Market.

How long does AIFC have to regain Nasdaq bid-price compliance?

AIFC has 180 calendar days, until December 28, 2026, to regain compliance. During this period, its stock must achieve a closing bid of at least $1.00 per share for a minimum of 10 consecutive business days to satisfy Nasdaq’s Listing Rule 5550(a)(2).

What happens if AI Financial does not regain compliance by December 28, 2026?

If AIFC does not regain compliance by December 28, 2026, Nasdaq may grant an additional 180-day period if other initial listing standards, including market value of publicly held shares, are met and the company commits in writing to actions intended to cure the deficiency.

Could AI Financial Corporation’s stock be delisted from Nasdaq?

Delisting is possible if AIFC fails to regain bid-price compliance within the allowed periods. In that case, Nasdaq would issue a delisting determination, and the company would then have the opportunity to appeal the decision to a Nasdaq Hearings Panel under established procedures.

What steps might AIFC consider to restore Nasdaq bid-price compliance?

The company states it will monitor its closing bid price and may consider available options, including a potential reverse split of its common stock. Such a reverse split could raise the per-share trading price to meet Nasdaq’s $1.00 minimum bid requirement.

Does the Nasdaq notice immediately affect trading of AIFC stock?

The Nasdaq notice has no immediate effect on listing or trading. AIFC’s common stock will continue to trade on the Nasdaq Capital Market under the symbol AIFC while the company works within the 180-day compliance period to address the minimum bid-price deficiency.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 07/02/2026 - 04:34 PM Accepted by SEC EDGAR 07/02/2026 - 04:33 PM

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) July 2, 2026 (July 1, 2026)

AI FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

000-19621

41-1454591

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

8548 Rozita Lee Avenue, Suite 305

Las Vegas, NV

89113

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code 800-400-2247

(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:

☐	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 Symbol(s)		Name of each exchange on which registered
Common stock (par value $0.001 per share)		AIFC		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 (§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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 1, 2026, AI Financial Corporation (the “Company”) was notified by The Nasdaq Stock Market, LLC (“Nasdaq”), that it is not in compliance with the minimum closing bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Notification Letter”). That Rule requires listed securities to maintain a minimum closing bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum closing bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. June 30, 2026, constituted the 30^th consecutive day.

The Notification Letter has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market. The common stock will continue to trade on The Nasdaq Capital Market under the symbol “AIFC.”

The Notification Letter provides the Company with 180 calendar days, or until December 28, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. If the Company does not regain compliance by December 28, 2026, Nasdaq may grant an additional 180 days for the Company to regain compliance, so long as the Company meets the continued listing requirement for market value of publicly held shares and the other initial listing standards for The Nasdaq Capital Market (other than the closing bid price standard) and notifies Nasdaq in writing of its intention to cure the deficiency during the second compliance period. If Nasdaq does not grant the additional 180 days or if the Company fails to regain compliance during that second 180-day period, then Nasdaq will notify the Company of its determination to delist the Company’s common stock, at which time the Company will have an opportunity to appeal the delisting determination to a Hearings Panel.

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options, including, but not limited to, a reverse split of its common stock, to regain compliance with the minimum closing bid price requirement under the Nasdaq Listing Rules.

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.

	AI FINANCIAL CORPORATION

Date: July 2, 2026	By:	/s/ Tony Isaac
		Tony Isaac
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents