[6-K] Earlyworks Co., Ltd. American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Earlyworks has received a critical extension from the Nasdaq Hearings Panel following a delisting determination. The company, which trades under symbol ELWS, has been granted until September 19, 2025 to regain compliance with Nasdaq Listing Rule 5550(b)(1).

Key developments include:

• Initial delisting notice received on May 2, 2025 from Nasdaq's Listing Qualifications Department
• Company appealed through a hearing before the Nasdaq Hearings Panel on June 10, 2025
• Extension granted on June 26, 2025 with specific conditions
• Must achieve minimum stockholders' equity of $2.5 million to maintain listing

This Form 6-K, signed by CEO Satoshi Kobayashi, represents a critical regulatory development for the Japanese company as it works to maintain its Nasdaq Capital Market listing status.

Positive

• Nasdaq Hearings Panel granted the company an extension until September 19, 2025 to regain compliance with minimum stockholders' equity requirement

Negative

• Company faces potential delisting risk if unable to meet $2.5M minimum stockholders' equity requirement by September 2025
• Current stockholders' equity falls below Nasdaq's minimum requirement of $2.5M, indicating potential financial weakness

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 June 2025

Commission File Number: 001-41752

Earlyworks Co., Ltd.

5-7-11, Ueno, Taito-ku

Tokyo, Japan 110-0005

(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 ☐

EXPLANATORY NOTE

As previously disclosed, Earlyworks Co., Ltd. (the “Company”) announced the receipt of a staff determination letter, dated May 2, 2025, from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that Nasdaq has determined to delist the Company’s securities from the Nasdaq Capital Market. On June 10, 2025, the Company attended a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the delisting determination. On June 26, 2025, the Company announced the receipt of a notice from Nasdaq, notifying the Company that the Panel had determined to grant an exception to the Company through September 19, 2025 to regain compliance with Nasdaq Listing Rule 5550(b)(1), which requires a minimum stockholders’ equity of $2.5 million, subject to certain conditions.

A copy of the press release is attached hereto as Exhibit 99.1.

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release – “Earlyworks Co., Ltd. Granted Extension by Nasdaq Hearings Panel to Regain Compliance with Continued Listing Requirements”

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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.

	Earlyworks Co., Ltd.
Date: June 26, 2025	By:	/s/ Satoshi Kobayashi
	Name:	Satoshi Kobayashi
	Title:	Chief Executive Officer and Representative Director (Principal Executive Officer)

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FAQ

Why is ELWS stock facing delisting from Nasdaq?

ELWS received a delisting notice from Nasdaq on May 2, 2025 because it failed to maintain the minimum stockholders' equity requirement of $2.5 million under Nasdaq Listing Rule 5550(b)(1).

What was the outcome of ELWS's Nasdaq delisting appeal hearing?

Following ELWS's appeal hearing on June 10, 2025, the Nasdaq Hearings Panel granted the company an exception period until September 19, 2025 to regain compliance with the minimum stockholders' equity requirement, subject to certain conditions.

How long does ELWS have to regain Nasdaq compliance?

ELWS has been granted an extension until September 19, 2025 to meet Nasdaq's minimum stockholders' equity requirement of $2.5 million.

Who is the current CEO of ELWS?

Satoshi Kobayashi is the current Chief Executive Officer and Representative Director of Earlyworks Co., Ltd. (ELWS), serving as the Principal Executive Officer.

What is the minimum stockholders' equity requirement for ELWS to maintain Nasdaq listing?

According to Nasdaq Listing Rule 5550(b)(1), ELWS must maintain a minimum stockholders' equity of $2.5 million to remain listed on the Nasdaq Capital Market.