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  4. [8-K] Smart Powerr Corp. Reports Material Event

Nasdaq warns Smart Powerr (Nasdaq: CREG) after $1 bid price breach

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Smart Powerr Corp. received a Nasdaq notice on May 1, 2026 stating its common stock no longer meets the exchange’s $1.00 minimum bid price requirement after trading below that level for 30 consecutive sessions. Because the company completed a reverse stock split within the past year, it is not eligible for the usual compliance grace period.

Nasdaq plans to suspend trading of Smart Powerr’s stock on May 12, 2026 and file a Form 25-NSE to remove the listing unless the company successfully appeals. Smart Powerr intends to request a hearing by May 8, 2026, which would temporarily halt delisting, and may pursue another reverse stock split to try to restore compliance, though there is no assurance it will succeed.

Positive

  • None.

Negative

  • Nasdaq delisting risk: Smart Powerr’s shares have stayed below the $1.00 bid-price threshold for 30 straight trading days, prompting a Nasdaq notice that its stock will be suspended on May 12, 2026 and removed from listing unless an appeal to the hearings panel succeeds.

Insights

Nasdaq has initiated delisting due to a prolonged sub-$1 share price, and reversal is uncertain.

Smart Powerr has fallen out of compliance with Nasdaq’s Bid Price Rule after its stock closed below $1.00 for 30 consecutive trading days. Because it already executed a reverse stock split within the last year, it cannot use the standard grace period to fix the issue.

Nasdaq plans to suspend trading on May 12, 2026 and file a Form 25-NSE unless the company’s appeal to a hearings panel, due by May 8, 2026, is successful. Management is considering measures such as another reverse split, but the filing explicitly notes there is no assurance it can regain or maintain compliance.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) Bid Price Rule threshold
Non-compliance trading period 30 consecutive trading days Closing price below $1.00 trigger period
Notice date May 1, 2026 Date Nasdaq notified Smart Powerr of non-compliance
Appeal request deadline May 8, 2026 Latest date to request Nasdaq Hearings Panel review
Planned trading suspension date May 12, 2026 Date Nasdaq will suspend trading absent successful appeal
Nasdaq Listing Rule 5550(a)(2) regulatory
"requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2)"
Bid Price Rule regulatory
"under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”)"
Listing Rule 5810(c)(3)(A)(iv) regulatory
"pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company was not eligible"
A specific clause within an exchange’s formal listing standards that spells out conditions, timelines or corrective steps a company must meet to remain traded on that market. For investors it matters because these rules can lead to formal warnings, trading restrictions or delisting if a company fails to comply—similar to a vehicle inspection rule that can ground a car until repairs are made, affecting a stock’s liquidity and price.
Form 25-NSE regulatory
"a Form 25-NSE will be filed with the U.S. Securities and Exchange Commission"
Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.
reverse stock split financial
"due to the fact that the Company has effected a reverse stock split over the prior one-year period"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
forward-looking statements regulatory
"contains “forward-looking” statements within the meaning of Section 27A of the Securities Act"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
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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): May 1, 2026

 

SMART POWERR CORP.

(Exact name of registrant as specified in charter)

 

Nevada   001-34625   90-0093373
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

4/F, Tower C

Rong Cheng Yun Gu Building

Keji 3 rd Road, Yanta District

Xi’an City, Shaanix Providence, China

   710075
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (86-29) 8765-1097

 

N/A
(Former name or former address, if changed since last report)

 

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 (see General Instruction A.2. below):

 

☐ 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   CREG   Nasdaq Stock Market

 

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 May 1, 2026, Smart Powerr Corp., a Nevada corporation (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing price for the Company’s common stock had fallen below $1.00 per share for 30 consecutive trading days, the Company was no longer in compliance with the requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Further, the Notice stated that, pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company was not eligible for any compliance period specified in Rule 5810(c)(3)(A) due to the fact that the Company has effected a reverse stock split over the prior one-year period.

 

The Notice stated that the Company’s securities will be suspended from trading on The Nasdaq Capital Market at the opening of business on May 12, 2026, and a Form 25-NSE will be filed with the U.S. Securities and Exchange Commission (the “Commission”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market, unless the Company requests an appeal of such determination to Nasdaq’s Hearings Panel (the “Panel”) by May 8, 2026. The Company intends to timely request a hearing before the Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period if granted by the Panel following the hearing. In the event that the Company regains compliance with the Bid Price Rule prior to any scheduled hearing date, then a hearing may not be necessary, as the Company may be mooted out of the hearings process. The Company intends to take all reasonable measures available to regain compliance under the Bid Price Rule and remain listed on Nasdaq, including such actions as effecting a reverse stock split. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to regain compliance and thereafter maintain its listing on Nasdaq.

 

Forward Looking Statements:

 

This Current Report on Form 8-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements related to the Company’s intent to request an appeal before the Panel and ability to regain compliance with Nasdaq’s continued listing standards. The words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about the factors that could cause such differences, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, including the information discussed under the captions “Item 1 Business,” “Item 1A. Risk Factors” and “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the Company’s various other filings with the Commission. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement. The Company undertakes no obligation to update any forward-looking statement in this report, except as required by law.

 

This report is incorporated by reference into the registration statement on Form S-3 (File No. 333-281639), and the registration statement on Form S-8 (File No. 333-290898), filed with the Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibits
Number		   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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.

 

  SMART POWERR CORP.
     
Date: May 7, 2026 By: /s/ Yongjiang (Jackie) Shi
    Yongjiang (Jackie) Shi
    Chief Financial Officer

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

Why did Smart Powerr Corp. (CREG) receive a Nasdaq delisting notice?

Smart Powerr received the notice because its common stock’s closing price stayed below Nasdaq’s $1.00 minimum bid requirement for 30 consecutive trading days. This breach of Listing Rule 5550(a)(2), known as the Bid Price Rule, triggered a notice of non-compliance and potential delisting.

When could Smart Powerr Corp. (CREG) be suspended from Nasdaq trading?

Nasdaq stated Smart Powerr’s securities will be suspended from trading on The Nasdaq Capital Market at the opening of business on May 12, 2026. A Form 25-NSE would then be filed to remove the company’s securities from listing and registration, absent a successful appeal.

What options does Smart Powerr Corp. (CREG) have to avoid Nasdaq delisting?

Smart Powerr plans to request a hearing before a Nasdaq Hearings Panel by May 8, 2026. The company also indicates it may take measures to regain bid-price compliance, including potentially effecting another reverse stock split, though success is not assured in the filing.

How does Smart Powerr’s prior reverse stock split affect its Nasdaq compliance?

Because Smart Powerr conducted a reverse stock split within the prior year, Nasdaq Listing Rule 5810(c)(3)(A)(iv) makes the company ineligible for the normal compliance period. This means it does not automatically receive extra time to cure its sub-$1.00 bid price before suspension and delisting proceed.

What happens if Smart Powerr Corp. (CREG) appeals the Nasdaq delisting notice?

If Smart Powerr timely requests a hearing, the suspension and delisting are automatically stayed pending the panel’s decision and any extension it grants. If the company regains compliance with the Bid Price Rule before the hearing, the matter could become moot and a hearing might not be required.

What forward-looking risks does Smart Powerr highlight around Nasdaq compliance?

Smart Powerr cautions that its plans to appeal and attempt to regain compliance are forward-looking statements subject to risks. The company notes actual outcomes may differ materially and explicitly states there is no assurance the panel will grant continued listing or that compliance will be restored.

Filing Exhibits & Attachments

3 documents

Other Documents