UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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: 001-42278
INNOVATION
BEVERAGE GROUP LTD
(Translation of registrant’s name into English)
29 Anvil Road
Seven Hills, New South Wales, Australia, 2147
(Address of principal executive offices)
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 ☐
As previously disclosed, on February 25, 2025, Innovation
Beverage Group Ltd (the “Company”) received a letter from the Nasdaq Listing Qualifications Department of the Nasdaq Stock
Market LLC (the “Nasdaq”) indicating that the Company’s bid price for its ordinary shares had closed at less than $1.00
per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5550(a)(2). In accordance
with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until August 25, 2025, to regain compliance with Listing
Rule 5550(a)(2).
On August 29, 2025, the Company received a Staff Delisting
Determination Letter from Nasdaq stating that the Company had not regained compliance with Nasdaq Listing Rule 5550(a)(2) and is not eligible
for a second 180 day compliance period, Specifically, the Company does not comply with the minimum stockholders’ equity initial
listing requirement for The Nasdaq Capital Market. Accordingly, unless the Company requests an appeal of this determination by September
5, 2025, Nasdaq will determine that the Company’s securities will be scheduled for delisting from The Nasdaq Capital Market and
will be suspended at the opening of business on September 9, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission,
which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market. A copy of the Nasdaq Staff
Determination Letter is furnished herewith as Exhibit 99.1.
The Company will request such a hearing before the
Nasdaq Hearings Panel (the “Panel”), which will stay any suspension or delisting action pending completion of the hearing
process and the expiration of any extension period that may be granted. During this process, the Company’s ordinary shares will
continue to trade on Nasdaq under the symbol “IBG”. There can be no assurance that the Panel will grant the Company’s
request for continued listing or that the Company will regain compliance with Nasdaq’s continued listing requirements within any
compliance period that may be granted.
In connection with its plan to regain compliance,
as required by the laws and regulations of Australia, the Company obtained shareholder approval at an Extraordinary General Meeting held
on August 22, 2025, to consolidate the Company’s issued share capital on a five-for-one (5-for-1) basis (the “Reverse Stock
Split”) and on August 28, 2025, the Board of Directors (the “Board”) approved the Reverse Stock Split. Any fractional
entitlements resulting from the Reverse Stock Split will be rounded up to the nearest whole share. The Reverse Stock Split will become
effective on a date to be determined by the Board.
The Company hereby furnishes the Notice of General
Meeting and the Results of Meeting relating to the Extraordinary General Meeting of shareholders held on August 22, 2025, attached as
Exhibits 99.2 and 99.3, respectively.
This Form 6-K constitutes the Company’s public
announcement for purposes of Nasdaq Listing Rule 5250(b)(4).
EXHIBIT INDEX
| Exhibit Number |
|
Description of Document |
| 99.1 |
|
Nasdaq Staff Determination Letter, dated August 29, 2025. |
| 99.2 |
|
Notice of General Meeting. |
| 99.3 |
|
Results of Meeting. |
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.
| |
Innovation Beverage Group Limited |
| |
|
|
| Date: September 4, 2025 |
By: |
/s/ Sahil Beri |
| |
|
Name: |
Sahil Beri |
| |
|
Title: |
Chief Executive Officer |
