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Xiao-I Corporation (Nasdaq: AIXI) faces MVPHS shortfall and delisting risk

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Xiao-I Corporation reported that Nasdaq's Listing Qualifications Department notified it on August 6, 2026 that the company is not in compliance with the minimum market value of publicly held shares requirement for Nasdaq Global Market listings, which requires at least US$15,000,000.

The notice followed 30 consecutive business days, from June 23 to August 4, 2026, during which Xiao-I's market value of publicly held shares was below US$15,000,000. The company's ADSs, trading under the symbol AIXI, remain listed with no immediate effect, but Xiao-I has 180 calendar days, until February 1, 2027, to restore compliance by maintaining market value of publicly held shares of at least US$15,000,000 for a minimum of ten consecutive business days. If compliance is not regained, Nasdaq may delist the securities, subject to Xiao-I's right to appeal. The company plans to monitor its status and evaluate options but notes there is no assurance it will regain compliance.

Positive

  • None.

Negative

  • Nasdaq MVPHS deficiency and potential delisting: Nasdaq notified Xiao-I that its market value of publicly held shares stayed below US$15,000,000 for 30 business days, triggering a 180-day compliance period and the risk its ADSs could be delisted if compliance is not restored.
Minimum MVPHS requirement US$15,000,000 Nasdaq Global Market continued listing standard under Listing Rule 5450(b)(3)(C)
Period of non-compliance 30 consecutive business days From June 23, 2026 through August 4, 2026 MVPHS was below US$15,000,000
Compliance period length 180 calendar days Time granted under Nasdaq Listing Rule 5810(c)(3)(D) to regain MVPHS compliance
Compliance deadline February 1, 2027 End of Nasdaq MVPHS compliance period for Xiao-I Corporation
Required compliant days Ten consecutive business days MVPHS must close at or above US$15,000,000 for at least this span
market value of publicly held shares financial
"not in compliance with the minimum 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.
American Depositary Shares financial
"based on the closing bid price of the Company’s American Depositary Shares"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
Nasdaq Global Market financial
"company listed on The Nasdaq Global Market under the applicable continued listing"
The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.
Nasdaq Listing Rule 5450(b)(3)(C) regulatory
"MVPHS requirement set forth in Nasdaq Listing Rule 5450(b)(3)(C)"
Nasdaq Listing Rule 5810(c)(3)(D) regulatory
"In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided"
Listing Qualifications Department regulatory
"received a written notification from the Listing Qualifications Department of Nasdaq"
A listing qualifications department is the part of a stock exchange that checks whether a company meets the exchange’s rules for being listed and staying listed. Think of it as a gatekeeper or building inspector: it reviews financial statements, disclosure practices and corporate governance, flags problems and can require fixes or remove a company’s shares. Investors care because its decisions affect whether a stock remains tradable and how much trust to place in a company’s reporting.

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FAQ

What Nasdaq notice did Xiao-I Corporation (AIXI) receive?
Xiao-I received a Nasdaq notice on August 6, 2026 stating it is not in compliance with the minimum market value of publicly held shares requirement for Nasdaq Global Market listings under Rule 5450(b)(3)(C).

What is the minimum market value of publicly held shares required for AIXI?
Nasdaq Listing Rule 5450(b)(3)(C) requires Xiao-I to maintain a market value of publicly held shares of at least US$15,000,000 to satisfy the continued listing standard on the Nasdaq Global Market.

How long was Xiao-I (AIXI) below the Nasdaq MVPHS threshold?
Nasdaq stated that for 30 consecutive business days, from June 23, 2026 through August 4, 2026, Xiao-I’s market value of publicly held shares was below the US$15,000,000 minimum requirement.

What is Xiao-I’s deadline to regain Nasdaq MVPHS compliance?
Under Nasdaq Listing Rule 5810(c)(3)(D), Xiao-I has 180 calendar days, until February 1, 2027, to regain compliance by meeting the market value of publicly held shares requirement.

What must Xiao-I (AIXI) do to regain MVPHS compliance on Nasdaq?
To regain compliance, Xiao-I’s market value of publicly held shares must close at US$15,000,000 or more for at least ten consecutive business days within the 180-day compliance period.

Will Xiao-I’s Nasdaq listing be immediately affected by this notice?
The company states the notice has no immediate effect on the listing or trading of its ADSs, which will continue to trade on the Nasdaq Global Market under the symbol AIXI, subject to other listing requirements.

What happens if Xiao-I (AIXI) fails to regain Nasdaq compliance?
If Xiao-I does not regain compliance by February 1, 2027, Nasdaq will notify the company that its securities are subject to delisting. Xiao-I may then appeal this determination to a Nasdaq hearings panel.

 

 

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 August 2026

 

Commission File Number 001-41631

 

Xiao-I Corporation

(Translation of registrant’s name into English)

 

Room 501, No. 363, Lane 1555

Jinshajiang West, Jiading District

Shanghai, China 201803

(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:

 

Form 20-F ☒       Form 40-F ☐

 

 

 

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

Receipt of Nasdaq Notification Regarding Minimum Market Value of Publicly Held Shares

 

On August 6, 2026, Xiao-I Corporation (the “Company”) received a written notification (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the minimum market value of publicly held shares (“MVPHS”) requirement set forth in Nasdaq Listing Rule 5450(b)(3)(C).

 

Nasdaq Listing Rule 5450(b)(3)(C) requires a company listed on The Nasdaq Global Market under the applicable continued listing standard to maintain an MVPHS of at least US$15,000,000. The Notice stated that, based on the closing bid price of the Company’s American Depositary Shares (“ADSs”) for the 30 consecutive business days from June 23, 2026 through August 4, 2026, the Company’s MVPHS was below US$15,000,000.

 

The Notice has no immediate effect on the listing or trading of the Company’s ADSs, which will continue to be listed and traded on The Nasdaq Global Market under the symbol “AIXI,” subject to the Company’s compliance with Nasdaq’s other continued listing requirements.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a compliance period of 180 calendar days, or until February 1, 2027, to regain compliance with the MVPHS requirement. To regain compliance, the Company’s MVPHS must close at US$15,000,000 or more for a minimum of ten consecutive business days during the compliance period, unless Nasdaq exercises its discretion to require a longer compliance period.

 

If the Company does not regain compliance by the expiration of the compliance period, Nasdaq will provide written notification that the Company’s securities are subject to delisting. At that time, the Company may appeal Nasdaq’s determination to a hearings panel in accordance with the applicable Nasdaq Listing Rules.

 

The Company intends to actively monitor its MVPHS and evaluate available options to regain compliance within the prescribed compliance period. There can be no assurance, however, that the Company will be able to regain compliance with the MVPHS requirement within the applicable compliance period or maintain compliance with Nasdaq’s other continued listing requirements.

 

This report may contain forward-looking statements. These statements involve risks and uncertainties, and actual results may differ materially from those expressed or implied by such statements. The Company undertakes no obligation to update any forward-looking statement except as required by applicable law.

 

Incorporation by Reference

 

This Report on Form 6-K is hereby incorporated by reference into each of the Registrant’s Registration Statements on Form S-8 (File No. 333-286469) and Form F-3 (File No.  333-279306), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished. 

 

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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.

 

Date: August 7, 2026 Xiao-I Corporation
   
  By: /s/ Mingqu Lin
    Name:  Mingqu Lin
    Title: Chief Executive Officer

 

 

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Source: View Original Filing on SEC EDGAR