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 May 2026
Commission File Number: 001-38505
CLPS Incorporation
c/o Unit 1000, 10th Floor, Millennium City III
370 Kwun Tong Road, Kwun Tong, Kowloon
Hong Kong SAR
Tel: (852) 37073600
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form
40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM
6-K
On May 27, 2026, CLPS Incorporation
(the “Company”) received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”)
notifying the Company that based on the closing bid price of the Company for the period from April 14, 2026 to May 26, 2026, the Company
no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5450(a)(1), to maintain a minimum bid price of
$1 per share. The Nasdaq notification letter does not result in the immediate delisting of the Company’s common shares, and the
shares will continue to trade uninterrupted under the symbol “CLPS.”
Pursuant to Nasdaq Listing
Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until November 23, 2026 (the “Compliance
Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the
closing bid price per share of the Company’s common shares is at least $1.00 for a minimum of ten (10) consecutive business days,
Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.
In the event the Company does
not regain compliance by November 23, 2026, the Company may be eligible for an additional one hundred eighty (180) calendar day grace
period. To qualify, the Company must submit, no later than the expiration date, an on-line transfer application and submit a non-refundable
$5,000 application fee to Nasdaq. 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 Global 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, including by effecting
a reverse stock split, if necessary.
On May 29, 2025, the Company
issued a press release discussing the receipt of the deficiency letter, which is filed as exhibit 99.1 to this Form 6-K.
EXHIBIT INDEX
The following exhibits are
being filed herewith:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release – CLPS Incorporation Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency |
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.
| |
CLPS Incorporation |
| |
|
| |
By: |
/s/ Raymond Ming Hui Lin |
| |
Name: |
Raymond Ming Hui Lin |
| |
Title: |
Chief Executive Officer |
Date: May 29, 2026
Exhibit 99.1
CLPS Incorporation Receives Nasdaq Notification
Regarding Minimum Bid Price Requirements
HONG KONG, May 29, 2026 / PRNewswire / —
CLPS Incorporation (the “Company” or “CLPS”) (Nasdaq: CLPS) today announced that it received a notification letter
(the “Notification Letter”) from Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) dated
May 27, 2026, indicating that the Company’s closing bid price for its common shares fell below $1.00 per share for 30 consecutive trading
days, which is not in compliance with Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market. The Nasdaq notification
does not affect CLPS’s current listing or trading of the Company’s securities on the Nasdaq Global Market. This press release is
issued pursuant to Nasdaq Listing Rule 5810(b), which requires prompt disclosure upon the receipt of a deficiency notification.
Nasdaq Listing Rule 5450(a)(1) requires listed
securities to maintain a minimum bid price of US$1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet
the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing
bid price of the Company’s common shares for the 30 consecutive business days from April 14, 2026 to May 26, 2026, the Company no longer
meets the minimum bid price requirement.
Pursuant to the Nasdaq Listing Rule 5810(c)(3)(A),
the Company has been granted a 180-calendar day compliance period, until November 23, 2026, to regain compliance with the minimum bid
price requirement. To regain compliance, CLPS’s common shares must have a closing bid price of at least $1.00 per share for a minimum
of 10 consecutive business days. If the Company achieves this within the compliance period, Nasdaq will provide written confirmation of
compliance and the matter will be closed.
In the event that the Company does not regain
compliance by November 23, 2026, it may be eligible for an additional 180-day compliance period by transferring to the Nasdaq Capital
Market from the Nasdaq Global Market, provided it meets the necessary listing requirements, and notifying Nasdaq of its intent to cure
the deficiency by effecting a reverse stock split if necessary, or may be subject to delisting.
The Notification Letter will have no effect on
the Company’s business operations, and CLPS intends to monitor the closing bid price of its common shares and is committed to taking all
reasonable measures, including, but not limited to, implementing a reverse share split of its outstanding common shares, to regain compliance
with Nasdaq’s minimum bid price requirement.
About CLPS Incorporation
CLPS Incorporation (NASDAQ: CLPS), established
in 2005 and headquartered in Hong Kong, is at the forefront of driving digital transformation and optimizing operational efficiency across
industries through innovations in artificial intelligence, cloud computing, and big data. Our diverse business lines span sectors including
fintech, payment and credit services, e-commerce, education and study abroad programs, and global tourism integrated with transportation
services. Operating across 10 countries worldwide, with strategic regional hubs in Shanghai (mainland China), Singapore (Southeast Asia),
and California (North America), and supported by subsidiaries in Japan and the UAE, we provide a robust global service network that empowers
legacy industries evolve into data-driven, intelligent ecosystems. For further information regarding the Company, please visit: https://ir.clpsglobal.com/,
or follow CLPS on Facebook, Instagram, LinkedIn, X, and YouTube.
Forward-Looking Statements
Certain of the statements made in this press release
are “forward-looking statements” within the meaning and protections of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements with respect to the
Company’s beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance.
Known and unknown risks, uncertainties and other factors, which may be beyond the Company’s control, may cause the actual results and
performance of the Company to be materially different from such forward-looking statements. All such statements attributable to us are
expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties related
to the Company’s expectations of the Company’s future growth, deployment in the AI technology sector, performance and results of operations,
the Company’s ability to capitalize on various commercial, M&A, technology and other related opportunities and initiatives, as well
as the risks and uncertainties described in the Company’s most recently filed SEC reports and filings. Such reports are available upon
request from the Company, or from the Securities and Exchange Commission, including through the SEC’s Internet website at http://www.sec.gov.
We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or
after the respective dates on which any such statements otherwise are made.
Contact:
CLPS Incorporation
Rhon Galicha
Investor Relations Office
Phone: +86-182-2192-5378
Email: ir@clpsglobal.com
