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 June 2026
Commission File Number 001-41631
Xiao-I Corporation
(Translation of registrant’s name into English)
5/F, Building 2, No. 2570
Hechuan Road, Minhang District
Shanghai, China 201101
(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 REPORT ON FORM
6-K
Regained Compliance with Nasdaq Minimum Bid
Price Requirement
As previously disclosed, on December 16, 2025
and December 17, 2025, Xiao-I Corporation (the “Company”) received written notices from the Listing Qualifications Department
of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with (i) the minimum bid price
requirement under Nasdaq Listing Rule 5450(a)(1) and (ii) the minimum market value of publicly held shares requirement under Nasdaq Listing
Rule 5450(b)(3)(C). The notices had no immediate effect on the listing or trading of the Company’s American Depositary Shares on
The Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c), the Company has been provided separate 180-calendar-day compliance
periods to regain compliance with each listing requirement.
On April 23, 2026, Nasdaq notified the Company
that it had regained compliance with Listing Rule 5450(b)(2)(C), after the market value of its publicly held shares had been $15.0 million
or greater for ten consecutive business days from April 9, 2026 through April 22, 2026, and that the matter was closed.
On May 29, 2026, the Company received a written
notification from the Listing Qualifications Department of Nasdaq informing the Company that it has regained compliance with Nasdaq Listing
Rule 5450(a)(1), which requires listed securities on The Nasdaq Global Market to maintain a minimum bid price of $1.00 per share. Nasdaq
has now determined that, for the 10 consecutive business day period from May 14, 2026 through May 28, 2026, the closing bid price of the
Company's ADSs was at least $1.00 per share.
The Company issued a press release announcing
receipt of the Nasdaq notices, which is furnished as Exhibit 99.1 to this Report on Form 6-K.
EXHIBIT INDEX
Exhibit
Number | |
Description |
| 99.1 | |
Press release |
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: June 3, 2026 |
Xiao-I Corporation |
| |
|
| |
By: |
/s/
Mingqu Lin |
| |
|
Name: |
Mingqu Lin |
| |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Xiao-I Corporation Regains Full Compliance
with Nasdaq Continued Listing Standards
SHANGHAI, China, June 3, 2026 /PRNewswire/
-- Xiao-I Corporation (NASDAQ: AIXI) (“Xiao-I” or the “Company”), a leading
enterprise artificial intelligence company in China, today announced that it has received formal notification letters from The Nasdaq
Stock Market LLC (“Nasdaq”) confirming that the Company has regained full compliance with all applicable continued listing standards.
As previously
disclosed, the Company received two separate deficiency notifications from Nasdaq in December 2025:
On December
16, 2025, Nasdaq notified the Company that its American Depositary Shares (“ADSs”) failed to maintain a minimum bid price of
$1.00 per share over the previous 30 consecutive business days, as required by Nasdaq Listing Rule 5450(a)(1)
On December
17, 2025, Nasdaq notified the Company that the market value of its publicly held shares was below the minimum $15.0 million requirement
for continued listing, as required by Nasdaq Listing Rule 5450(b)(2)(C)
On April 23,
2026, Nasdaq notified the Company that it had regained compliance with Listing Rule 5450(b)(2)(C) after the market value of its publicly
held shares had been $15.0 million or greater for ten consecutive business days from April 9, 2026 through April 22, 2026, and that the
market value deficiency matter was closed.
Subsequently,
on May 29, 2026, Nasdaq notified the Company that it had regained compliance with Listing Rule 5450(a)(1) after the closing bid price
of the Company’s ADSs had been at $1.00 per share or greater for ten consecutive business days from May 14, 2026 through May 28, 2026,
and that the bid price deficiency matter was also closed.
The Company’s
ADSs will continue to trade on the Nasdaq Global Market under the symbol “AIXI”.
About
Xiao-I Corporation
Xiao-I
Corporation is a leading cognitive intelligence enterprise in China that offers a diverse range of business solutions and services in
artificial intelligence, covering natural language processing, voice and image recognition, machine learning, and affective computing.
Since its inception in 2001, the Company has developed an extensive portfolio of cognitive intelligence technologies that are highly suitable
and have been applied to a wide variety of business cases. Xiao-I powers its cognitive intelligence products and services with its cutting-edge,
proprietary AI technologies to enable and promote industrial digitization, intelligent upgrading, and transformation. For more information,
please visit: www.xiaoi.com.
Forward-Looking
Statements
This
press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions
and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,”
“intend,” “should,” “believe,” “expect,” “anticipate,” “project,”
“estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause actual results
to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject
to uncertainties and risks including, but not limited to, the following: the Company’s ability to achieve its goals and strategies,
its future business development, financial condition, and results of operations, product and service demand and acceptance, reputation
and brand, the impact of competition and pricing, changes in technology, government regulations, fluctuations in general economic and
business conditions in China, and assumptions underlying or related to any of the foregoing and other risks contained in reports filed
by the Company with the U.S. Securities and Exchange Commission (“SEC”). For these reasons, among others, investors are cautioned
not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s
filings with the SEC, including under the section entitled “Risk Factors” in its annual report on Form 20-F/A filed with
the SEC on May 22, 2026, as well as its current reports on Form 6-K and other filings, all of which are available for review at www.sec.gov.
The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise
after the date hereof.
For
investor and media inquiries, please contact:
Ms. Berry
Xia
Email:
ir@xiaoi.com
