Nasdaq flags AlphaTON Capital Corp (ATON) for sub-$1 bid, delisting risk

Rhea-AI Filing Summary

AlphaTON Capital Corp has received a notice from the Nasdaq Listing Qualifications Department stating that its common stock no longer meets the Nasdaq Capital Market’s minimum bid price requirement of $1.00 per share, after trading below this level for 30 consecutive business days.

The company has a 180-day compliance period, until August 31, 2026, to regain compliance by maintaining a closing bid price of at least $1.00 for 10 consecutive business days. If it qualifies, AlphaTON may receive an additional 180 days; otherwise, its shares could become subject to delisting, with the option to appeal to a Nasdaq Hearings Panel.

Positive

• None.

Negative

• Nasdaq minimum bid-price deficiency and potential delisting: AlphaTON Capital Corp’s stock has fallen below the $1.00 minimum bid price for 30 consecutive business days, triggering a Nasdaq deficiency notice and starting a compliance clock that, if unmet, could lead to delisting from the Nasdaq Capital Market.

Insights

Equity markets and listing standards analyst

Nasdaq bid-price deficiency introduces real delisting risk if not cured.

The notice confirms that AlphaTON Capital Corp is out of compliance with Nasdaq’s $1.00 minimum bid requirement after 30 consecutive trading days below that level. This places the company in a formal remediation window ending on August 31, 2026.

The rules give AlphaTON 180 days, and potentially another 180 days, to achieve a closing bid of at least $1.00 for 10 consecutive business days. Failure to do so allows Nasdaq to initiate delisting, though AlphaTON could appeal to a Nasdaq Hearings Panel, adding procedural but not outcome certainty.

The key practical implication is the possibility of the stock moving to an over-the-counter venue if compliance is not regained, which often affects liquidity and investor access. Investors will need to rely on future company communications and subsequent filings for any concrete steps the company may take to address the deficiency.

Form 6-K: How Foreign Companies Report to the SEC →

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2026

Commission File Number: 001-40086

AlphaTON Capital Corp

(Translation of registrant’s name into English)

Clarence Thomas Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands, VG1110

(Address of principal executive office)

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 [ X ]	Form 40-F [  ]

INCORPORATION BY REFERENCE

This report on Form 6-K (including any exhibits attached hereto) shall be deemed to be incorporated by reference into the registration statements on Form S-8 (File Nos. 333-275842 and 333-289199) and Form F-3 (File Nos. 333-286961, 333-290827, 333-291341 and 333-291921) of AlphaTON Capital Corp (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished. 

On March 2, 2026, AlphaTON Capital Corp (the “Company”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) notifying the Company that because the closing bid price for the Company’s common stock was below $1.00 per share for the last 30 consecutive business days, the Company did not meet the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). The deficiency letter does not result in the immediate delisting of the Company’s common stock from the Nasdaq Capital Market.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until August 31, 2026 (the “Compliance Period”), to regain compliance with the Bid Price Rule. If, at any time during the Compliance Period, the closing bid price per share of the Company’s common stock is at least $1.00 for a minimum of 10 consecutive business days, Nasdaq will provide written notification to the Company that it complies with the Bid Price Rule, unless the Staff exercises its discretion to extend this 10 day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).

The Nasdaq letter also provides that in the event the Company does not regain compliance by August 31, 2026, the Company may be eligible for an additional 180 calendar day period to regain compliance. To qualify, the Company must meet the continued listing requirement for market value of publicly held shares and all other initial listing standards of the Nasdaq Capital Market, with the exception of the bid price requirement. Notwithstanding the terms set forth in the Nasdaq letter, there can be no assurance that the Company will be eligible for an additional 180 calendar day period to regain compliance.

If the Company meets the applicable requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. If, however, it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq could provide notice that the Company’s common stock will become subject to delisting. In such event, Nasdaq rules would permit the Company to appeal the delisting determination to a Nasdaq Hearings Panel.

SIGNATURE

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: March 2, 2026

ALPHATON CAPITAL CORP

By:	/s/ Brittany Kaiser
	Brittany Kaiser
	Chief Executive Officer

FAQ

What Nasdaq notice did AlphaTON Capital Corp (ATON) receive?

AlphaTON Capital Corp received a Nasdaq notice that its common stock no longer meets the $1.00 minimum bid price requirement after 30 consecutive business days below that level. This formally places the company in a compliance period to cure the deficiency and avoid potential delisting.

How long does AlphaTON Capital Corp (ATON) have to regain Nasdaq bid-price compliance?

AlphaTON Capital Corp has an initial 180-day compliance period, running until August 31, 2026, to regain compliance by achieving a closing bid price of at least $1.00 for 10 consecutive business days. Nasdaq rules also contemplate a possible additional 180-day period if specific listing criteria are met.

What must AlphaTON Capital Corp (ATON) do to cure its bid-price deficiency?

To cure its bid-price deficiency, AlphaTON Capital Corp’s common stock must close at or above $1.00 per share for a minimum of 10 consecutive business days within the compliance period. If this occurs, Nasdaq will provide written confirmation that the company again complies with the minimum bid price rule.

Can AlphaTON Capital Corp (ATON) receive more time beyond August 31, 2026?

AlphaTON Capital Corp may be eligible for an additional 180-day period if it meets Nasdaq’s continued listing requirement for market value of publicly held shares and all other initial listing standards, except the bid price. Eligibility is not guaranteed and would be determined by Nasdaq based on those criteria.

What happens if AlphaTON Capital Corp (ATON) fails to regain Nasdaq compliance?

If AlphaTON Capital Corp fails to regain compliance and is not eligible for additional time, Nasdaq may notify the company that its common stock is subject to delisting. Under Nasdaq rules, the company would be permitted to appeal any delisting determination to a Nasdaq Hearings Panel for further review.

Does the Nasdaq deficiency letter immediately delist AlphaTON Capital Corp (ATON) stock?

No, the Nasdaq deficiency letter does not immediately delist AlphaTON Capital Corp’s common stock. It starts a structured compliance period during which the company can regain the required $1.00 minimum bid price. Delisting would only proceed if compliance is not achieved and Nasdaq ultimately issues a delisting determination.