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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): October 27, 2026
House
of Doge Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42525 |
|
87-4032622 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
261
NE 61st Street, Miami, Florida 33137
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (214) 216-8608
(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:
| ☐ |
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, $0.0001 par value |
|
HODO |
|
The
Nasdaq Stock Market LLC |
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
September 9, 2026, House of Doge Inc. (the “Company”) received a deficiency letter from the Listing Qualifications
Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that,
for the previous 30 consecutive business days, the closing bid price of the Company’s common stock had been below $1.00 per share,
which is the minimum bid price required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2)
(the “Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a period
of 180 calendar days, or until March 8, 2027, to regain compliance with the Bid Price Requirement.
On
October 27, 2026, the Company received a letter from the Staff (the “Staff Delisting Determination”) notifying the
Company that the Staff had determined that, as of October 26, 2026, the closing bid price of the Company’s common stock had been
$0.10 or less for ten consecutive trading days, from October 13, 2026 through October 26, 2026. Nasdaq Listing Rule 5810(c)(3)(A)(iii)
provides that if, during any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A), a company’s security has a closing
bid price of $0.10 or less for ten consecutive trading days, the Staff shall issue a Staff Delisting Determination with respect to that
security. Accordingly, even though the compliance period described above would not otherwise expire until March 8, 2027, the Staff has
determined to delist the Company’s common stock from The Nasdaq Capital Market. The Staff Delisting Determination also notes that
the Company has not regained compliance with the Bid Price Requirement.
As
a result of the Staff Delisting Determination, trading of the Company’s common stock will be suspended at the opening of business
on November 3, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which
will remove the Company’s securities from listing and registration on Nasdaq.
The
Company may appeal the Staff Delisting Determination to a Nasdaq Hearings Panel (the “Panel”) pursuant to the procedures
set forth in the Nasdaq Listing Rule 5800 Series, and may request either an oral hearing or a hearing based solely on written submissions.
Any hearing request, together with the non-refundable hearing fee of $20,000, must be received by Nasdaq no later than 4:00 p.m. Eastern
Time on November 3, 2026. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B)(ii)(e), a timely request for a hearing will not stay the suspension
of trading of the Company’s common stock. If the Company requests a hearing, the Company will be asked to present to the Panel
a plan to regain compliance with the Bid Price Requirement, which may include a commitment to effect a reverse stock split, if necessary.
The Company is evaluating its options
with respect to the Staff Delisting Determination, including whether to request a hearing before the Panel. The Company expects to file
a proxy statement in connection with its annual meeting of stockholders that will include a proposal to approve a reverse split of its
common stock. There can be no assurance that the Company will request a hearing, that the Panel will grant any request for continued
listing, that stockholders will approve a reverse stock split, or that the Company will be able to regain compliance with the Bid Price
Requirement or maintain compliance with Nasdaq’s other continued listing requirements.
Following
the suspension of trading on Nasdaq, the Company’s common stock may be quoted on an over-the-counter market; however, there can
be no assurance that any such quotation will be available or that an active trading market for the Company’s common stock will
develop or be sustained. The suspension of trading and any delisting of the Company’s common stock could negatively impact the
Company by (i) reducing the liquidity and market price of the Company’s common stock; (ii) reducing the number of investors willing
to hold or acquire the Company’s common stock, which could negatively impact the Company’s ability to raise equity financing;
(iii) limiting the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing
the Company from accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives to
its employees.
Forward-Looking
Statements. This Current Report on Form 8-K contains forward-looking statements, including statements regarding the Company’s
plans with respect to the Staff Delisting Determination, including any request for a hearing before the Panel, the suspension of trading
and potential delisting of the Company’s common stock from Nasdaq, the potential quotation of the Company’s common stock
on an over-the-counter market, the proposed reverse stock split and the Company’s ability to regain compliance with the Bid Price
Requirement. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including
the outcome of any Panel proceeding, the effects of the suspension of trading and any delisting of the Company’s common stock,
the Company’s ability to obtain stockholder approval of and effect a reverse stock split, the availability of sufficient funds
and financing, and the Company’s financial condition. The Company undertakes no obligation to update any forward-looking statement,
except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description
of Exhibit |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (formatted as inline XBRL). |
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 hereunto duly authorized.
| Date:
November 2, 2026 |
HOUSE
OF DOGE INC. |
| |
|
|
| |
By: |
/s/
Curtis Hopkins |
| |
Name: |
Curtis
Hopkins |
| |
Title: |
Interim
Chief Executive Officer and Interim Chief Financial Officer |
