Earlyworks (ELWS) granted final Nasdaq extension to meet $2.5M equity rule

Rhea-AI Filing Summary

Earlyworks Co., Ltd. reports that a Nasdaq Hearings Panel has granted a final extension for the company to regain compliance with Nasdaq’s continued listing standards. The Panel is allowing the company until October 29, 2025 to meet Nasdaq Listing Rule 5550(b)(1), which requires a minimum stockholders’ equity of $2.5 million. This follows an earlier exception that ran through September 19, 2025 after Nasdaq had previously determined to delist the company’s securities from the Nasdaq Capital Market.

If Earlyworks does not regain compliance with the minimum equity requirement by October 29, 2025, the Panel indicates it will have no choice but to delist the company’s securities from Nasdaq. The company has issued a press release about this development, which is included as an exhibit.

Positive

• None.

Negative

• Nasdaq delisting risk: Earlyworks faces delisting from Nasdaq if it does not regain compliance with the $2.5 million stockholders’ equity requirement by October 29, 2025.

Insights

Equity & Listing Standards Analyst

Earlyworks gets a final Nasdaq extension to restore equity or face delisting.

Earlyworks Co., Ltd. has received a final exception from a Nasdaq Hearings Panel extending its deadline to comply with Nasdaq Listing Rule 5550(b)(1) through October 29, 2025. That rule requires the company to have at least $2.5 million in stockholders’ equity to remain listed on the Nasdaq Capital Market.

This development follows a prior staff determination to delist and an earlier exception that ran through September 19, 2025, highlighting ongoing pressure around the company’s equity position. The Panel’s notice states that if the company does not regain compliance by October 29, 2025, the Panel will have no choice but to delist its securities from Nasdaq.

The possibility of delisting can affect trading liquidity and investor access, although the ultimate outcome depends on whether the company achieves the required equity level by the new deadline. Subsequent company disclosures will show if compliance is regained before the Panel’s discretion expires.

Form 6-K: How Foreign Companies Report to the SEC →

 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 September 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. On September 23, 2025, the Company announced the receipt of a notice dated September 22, 2025, from Nasdaq, notifying the Company that the Panel had determined to grant a final exception to the Company through October 29, 2025, representing the end of the Panel’s discretion in this matter. If the Company is unable to regain compliance with Nasdaq Listing Rule 5550(b)(1) by that date, the Panel will have no choice but to delist the Company’s securities from Nasdaq.

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. Receives Final Extension from Nasdaq Hearings Panel to Regain Compliance with Continued Listing Standards”

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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: September 23, 2025	By:	/s/ Satoshi Kobayashi
	Name:	Satoshi Kobayashi
	Title:	Chief Executive Officer and Representative Director (Principal Executive Officer)

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FAQ

What did Earlyworks Co., Ltd. (ELWS) announce in this Form 6-K?

Earlyworks Co., Ltd. reported that a Nasdaq Hearings Panel granted a final exception giving the company until October 29, 2025 to regain compliance with Nasdaq’s continued listing standards tied to stockholders’ equity.

Why is Earlyworks Co., Ltd. (ELWS) at risk of Nasdaq delisting?

Nasdaq previously issued a staff determination to delist Earlyworks because it failed to meet Nasdaq Listing Rule 5550(b)(1), which requires a minimum stockholders’ equity of $2.5 million for continued listing on the Nasdaq Capital Market.

What is the new deadline for Earlyworks (ELWS) to regain Nasdaq compliance?

The Nasdaq Hearings Panel granted Earlyworks a final extension through October 29, 2025 to regain compliance with the stockholders’ equity requirement under Listing Rule 5550(b)(1).

What happens if Earlyworks (ELWS) does not meet the equity requirement by October 29, 2025?

The Panel stated that if Earlyworks does not regain compliance with Listing Rule 5550(b)(1) by October 29, 2025, it will have no choice but to delist the company’s securities from Nasdaq.

What prior exceptions did Nasdaq grant to Earlyworks (ELWS)?

After a delisting determination, Earlyworks attended a hearing on June 10, 2025, and the Panel granted an exception through September 19, 2025 to regain compliance, which has now been extended once more to October 29, 2025.

Where can investors read more details about Earlyworks’ Nasdaq extension?

A press release titled “Earlyworks Co., Ltd. Receives Final Extension from Nasdaq Hearings Panel to Regain Compliance with Continued Listing Standards” is attached as Exhibit 99.1 to this report.