STOCK TITAN

Nasdaq flags Core AI Holdings (NASDAQ: CHAI) over sub-$1 bid price

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Core AI Holdings, Inc. disclosed that on July 31, 2026 it received a notification letter from Nasdaq stating that its common shares are not in compliance with the exchange’s minimum bid price requirement for continued listing. Under Nasdaq Listing Rule 5450(a)(1), listed securities must maintain a minimum closing bid price of $1.00 per share, and failure to meet this level for 30 consecutive trading days constitutes a compliance deficiency.

In line with Nasdaq Listing Rule 5810(c)(3)(A), Core AI has 180 calendar days from the notification date, until January 27, 2027, to regain compliance, and its common shares will continue to trade on the Nasdaq Capital Markets during this Initial Compliance Period. Compliance will be restored if the closing bid price is at least $1.00 per share for a minimum of ten consecutive trading days within this window. The company may be eligible for an additional 180-day compliance period, subject to meeting other Nasdaq Capital Market listing standards and potentially curing the deficiency through a reverse stock split. If the deficiency is not cured, Core AI’s shares could be subject to delisting, including a Staff Delisting Determination if the bid price is $0.10 or less for ten consecutive trading days. Core AI states that the notification does not affect its business operations, strategic initiatives, or the current listing and trading of its common shares, and it intends to monitor the bid price and consider options to regain compliance.

Positive

  • None.

Negative

  • Nasdaq minimum bid price deficiency notice states Core AI’s common shares are not in compliance with the $1.00 per share bid requirement, creating formal listing pressure on the company.
  • Delisting risk and cure deadlines include a 180-day Initial Compliance Period to January 27, 2027, a possible additional 180-day extension, and potential delisting, including a Staff Delisting Determination if the bid price is $0.10 or less for ten consecutive trading days.
Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5450(a)(1) closing bid price requirement for common shares
Deficiency trigger period 30 consecutive trading days Failure to meet the $1.00 minimum for this period constitutes a compliance deficiency
Initial compliance period 180 calendar days Time from July 31, 2026 Nasdaq notice to January 27, 2027 to regain bid-price compliance
Compliance restoration window ten consecutive trading days Closing bid price must be at least $1.00 per share for this period to regain compliance
Delisting determination threshold $0.10 or less for ten consecutive trading days Bid level that would cause Nasdaq to issue a Staff Delisting Determination under Rule 5810
Mobile game downloads over 800 million downloads Total downloads generated by Core Gaming’s AI-driven mobile game business
Global player base more than 40 million players Size of Core Gaming’s user base across over 140 countries
minimum bid price requirement regulatory
"not in compliance with the minimum bid price requirement for its common shares"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Nasdaq Listing Rule 5450(a)(1) regulatory
"As set forth in the Nasdaq Listing Rule 5450(a)(1) (“Nasdaq Listing Rule”)"
Nasdaq Listing Rule 5450(a)(1) is a continued-listing standard that sets a minimum share price companies must maintain to remain listed on the Nasdaq market—commonly a $1.00 per-share threshold. Investors care because falling below that floor can trigger a compliance review and possible delisting, which is like failing a minimum grade and losing access to the public market; delisting can reduce liquidity, visibility and the ability to raise capital.
Nasdaq Capital Market regulatory
"initial listing standards for the Nasdaq Capital Market, with the exception of the bid price"
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 stock split financial
"provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Staff Delisting Determination regulatory
"Nasdaq will issue a Staff Delisting Determination under Rule 5810 with respect to such securities"
A staff delisting determination is a formal finding by exchange or regulatory staff that a listed security no longer meets the rules required to stay listed, similar to an official notice that a rental property no longer qualifies for occupancy. It matters to investors because it often precedes removal from the exchange, which can sharply reduce a stock’s visibility, trading liquidity and value, and may trigger urgent choices like selling, appealing the decision or seeking alternative markets.

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

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FAQ

What Nasdaq compliance issue did Core AI Holdings (CHAI) disclose?

Core AI disclosed that Nasdaq notified the company on July 31, 2026 that its common shares are not in compliance with the minimum $1.00 per share bid price requirement under Nasdaq Listing Rule 5450(a)(1), creating a formal listing deficiency for its Nasdaq-traded stock.

How long does Core AI (CHAI) have to regain Nasdaq bid-price compliance?

Core AI has 180 calendar days from the July 31, 2026 notice, until January 27, 2027, to regain compliance. It will be considered compliant if its closing bid price is at least $1.00 per share for a minimum of ten consecutive trading days within this period.

What happens if Core AI (CHAI) cannot regain bid-price compliance?

If Core AI does not regain compliance by January 27, 2027, it may qualify for an additional 180-day compliance period, subject to meeting other Nasdaq Capital Market standards and possibly using a reverse stock split. Failure to cure could ultimately lead to delisting proceedings.

When could Core AI (CHAI) face an immediate Staff Delisting Determination?

Under Nasdaq rules, if during any compliance period Core AI’s common shares have a closing bid price of $0.10 or less for ten consecutive trading days, Nasdaq will issue a Staff Delisting Determination with respect to those securities, accelerating delisting risk.

Does the Nasdaq notification affect Core AI’s (CHAI) operations or trading?

Core AI states the notification does not affect its business operations, strategic initiatives, or the listing and trading of its common shares. During the Initial Compliance Period, its stock will continue to trade on the Nasdaq Capital Markets while the company monitors its bid price.

What business does Core AI Holdings (CHAI) operate and how large is its user base?

Core AI is a global AI technology and infrastructure company. Through its subsidiary Core Gaming, it runs an AI-driven mobile game development and publishing business with over 800 million downloads and a global user base of more than 40 million players across over 140 countries.

 

 

 

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: July 2026

 

Commission File Number: 001-39557

 

Core AI Holdings, Inc.

(Translation of registrant’s name into English)

 

25 SE 2nd Ave. Ste 550 Miami, FL 33131

(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 ☐ Form 40-F

 

 

 

 

 

 

On July 31, 2026, Core AI Holdings, Inc., a British Columbia, Canada corporation (the “Company”), issued a press release announcing that on July 31, 2026, the Company received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirement for its common shares listed for trading on Nasdaq .

 

A copy of the press release is included with this Report of Foreign Private Issuer on Form 6-K (the “Report”) as Exhibit 99.1.

 

The information contained in and the document furnished with this Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

 

Forward Looking Statements

 

This Report and the exhibit furnished herewith contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because these forward-looking statements and their implications are neither historical facts nor assurances of future performance and are based on the Company’s current expectations, they are subject to various risks and uncertainties and changes in circumstances that are difficult to predict and may be outside of the Company’s control, and actual results, performance or achievements of the Company could differ materially from those described in or implied by the statements in this Report. The forward-looking statements contained or implied in this Report are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2026, and in any subsequent filings with the SEC. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Any references and links to websites and social media have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this Report. The Company is not responsible for the contents of third-party websites.

 

2

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1*   Press release dated July 31, 2026

 

*Furnished not filed.

 

3

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 31, 2026 CORE AI HOLDINGS, INC.
     
  By: /s/ Aitan Zacharin
  Name: Aitan Zacharin
  Title: Chief Executive Officer

 

4

 

 

Exhibit 99.1

 

Core AI Holdings Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Compliance Deficiency

 

Miami, FL - July 31, 2026 (GLOBE NEWSWIRE) — Core AI Holdings, Inc. (“Core AI” or the “Company”) (NASDAQ: CHAI), a global AI technology and infrastructure company, today announced that today on July 31, 2026, the Company received a notification letter (“Nasdaq Notification”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirement for its common shares listed on Nasdaq from June 17, 2026 through July 30, 2026. As set forth in the Nasdaq Listing Rule 5450(a)(1) (“Nasdaq Listing Rule”), the Company’s common shares listed for trading on the Nasdaq must maintain a minimum closing bid price of $1.00 per share and failure to meet it for 30 consecutive trading days constitutes a compliance deficiency.

 

The notification has no immediate effect on the listing of the Company’s common shares on Nasdaq.

 

In accordance with the Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from the date of notification, or until January 27, 2027 (the “Initial Compliance Period”), to regain compliance with the minimum bid price requirement. During this period, the Company’s common shares will continue to trade on the Nasdaq Capital Markets. If at any time during the Initial Compliance Period, the closing bid price of the Company’s common shares is at least $1.00 per share for a minimum of ten consecutive trading days, Nasdaq will provide a written notification of compliance notifying that the Company has regained compliance with the minimum bid price requirement.

 

If the Company does not regain compliance by January 27, 2027 the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that Core’s common shares will be subject to delisting.

 

In addition, if, during any compliance period specified in the Nasdaq Listing Rule 5810(c)(3)(A)(iii), the Company’s common shares have a closing bid price of $0.10 or less for ten consecutive trading days, Nasdaq will issue a Staff Delisting Determination under Rule 5810 with respect to such securities.

 

Core AI intends to monitor the bid price of its common shares and will consider available options to regain compliance with the Nasdaq listing requirement, if necessary.

 

 

 

 

The notification does not affect the Company’s business operations, strategic initiatives, or the listing or trading of its common shares on Nasdaq.

 

About Core AI Holdings, Inc.

 

Core AI Holdings, Inc. (NASDAQ: CHAI) is a global AI technology and infrastructure company focused on identifying, developing, and scaling AI-driven businesses that leverage next-generation technologies to address large, high-growth market opportunities. Core AI’s mission is to harness artificial intelligence to create transformative, scalable solutions across multiple verticals and drive long-term shareholder value. Through its subsidiary, Core Gaming, the Company operates an AI-driven mobile game development and publishing business which has generated over 800 million downloads, and built a global user base of more than 40 million players across over 140 countries.

 

Core AI Investor Relations

ir@coregaming.co

www.coregaming.co

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated benefits of the advisory appointment, the joint venture between Core AI and Allianca, expected market opportunities, infrastructure demand, project pipeline, development strategy, and execution capabilities. These forward-looking statements are based on Core AI’s current expectations and assumptions and are subject to risks, uncertainties, and changes in circumstances that may cause actual results to differ materially, including the parties’ ability to implement the contemplated joint venture strategy, market conditions, customer demand, power availability, supply chain conditions, labor availability, project timing, financing conditions, and regulatory matters, as well as other risks described under “Risk Factors” in Core AI’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on May 15, 2026, and in subsequent SEC filings. Except as required by law, Core AI undertakes no obligation to update these forward-looking statements.

 

 

 

Filing Exhibits & Attachments

1 document