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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): September 11, 2026
BRIGHTLINE
INTERACTIVE, INC.
BRIGHTLINE
INTERACTIVE, INC./NV
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40556 |
|
81-2958271 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
15
West 38th St., 12th
Floor
New
York, NY 10018
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (703)-594-7496
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 |
|
BTLN |
|
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
September 11, 2026, Brightline Interactive, Inc., a Nevada corporation (the “Company”), received a written notification (the
“Staff Determination”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) informing
the Company that Nasdaq’s staff had determined to delist the Company’s common stock, par value $0.001 per share (the “Common
Stock”), from Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2), requiring a minimum bid price of at least $1.00 per share (the
“Bid Price Requirement”).
As
previously disclosed, on March 13, 2026, the Company received deficiency notices from Nasdaq indicating that the closing bid price of
the Common Stock had been below $1.00 per share for 30 consecutive business days, and as such the Company was not in compliance with
the Bid Price Requirement. In accordance with the applicable Nasdaq Listing Rules, the Company was given 180 calendar days to regain
compliance with the Bid Price Requirement, or until September 9, 2026. The Company did not regain compliance with the Bid Price Requirement
by the September 9, 2026 deadline, and Nasdaq subsequently issued the Staff Determination on September 11, 2026.
Under
the Staff Determination, the Company has the right to appeal the Staff Determination by requesting a hearing before a Nasdaq Hearings
Panel (the “Hearings Panel”). Any such request must be submitted by 4:00 p.m. Eastern Time on September 18, 2026. The Company
plans to file such appeal by timely requesting a hearing (the “Hearing”) before the Hearings Panel. A Hearing request will
stay the suspension of the Company’s securities and the filing of a Form 25-NSE with the Securities and Exchange Commission pending
the issuance of a written decision by the Hearings Panel. The Common Stock will remain listed on Nasdaq, pending the outcome of the Hearing.
There
can be no assurance that the Company will be granted the Hearing or that following the Hearing, the Hearings Panel will determine to
continue to allow the listing of the Common Stock on Nasdaq or that the Company will be able to evidence compliance with the applicable
listing criteria within the period of time, if any, that may be granted by the Hearings Panel.
Forward-Looking
Statements
This
report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Words like “plans,” and “will,” or the negative
thereof or other variations thereon or comparable terminology, are used to identify forward-looking statements, although not all forward-looking
statements contain these words. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions
within the bounds of what is currently known about its business and operations, there can be no assurance that actual results will not
differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s actual results
to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well as other sections,
of its reports filed with the Securities and Exchange Commission, which include, without limitation, its ability to regain and maintain
compliance with Nasdaq’s continued listing standards and maintain the listing of its securities on Nasdaq. All forward-looking
statements speak only as of the date on which they are made, and the Company undertakes no duty to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
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.
| |
BRIGHTLINE INTERACTIVE, INC. |
| |
|
|
| Date: September 11, 2026 |
/s/ Tyler Gates |
| |
Name: |
Tyler Gates |
| |
Title: |
President and Chief Executive Officer |
