[8-K] Lakeside Holding Limited Reports Material Event

Rhea-AI Filing Summary

Terreno Realty Corporation (TRNO) filed a Form S-8 to register shares for its new 2025 Equity Incentive Plan. The filing covers up to 2,686,616 shares of common stock: 2,000,000 newly authorized shares, 248,109 shares remaining from the 2019 plan, and 438,507 shares subject to possible recycling if prior awards are forfeited or cancelled. Shareholders approved the plan on 6 May 2025.

The S-8 is strictly a registration document—no new capital is raised today. It enables the company to issue equity awards to employees, directors and other service providers, aligning compensation with shareholder value but creating potential dilution when awards vest or options are exercised.

The filing also restates the company’s robust indemnification framework under Maryland law and lists customary exhibits, including the plan document, legal opinion and auditor consent. No financial statements or earnings data are included, and there are no changes to corporate structure or material transactions beyond share registration.

Insights

Securities Analyst

TL;DR: Routine S-8 registers ~2.7 M shares for incentives; modest dilution risk, positive for talent retention, immaterial to near-term cash flow.

The S-8 merely registers shares already approved by shareholders. At roughly three million shares, potential dilution appears limited relative to TRNO’s historical share count. Because incentives are critical for REIT talent retention, the plan supports long-term alignment without immediate earnings impact. Investors should monitor burn rate and future equity issuance under the plan, but the filing itself has neutral valuation impact.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

July 28, 2025

LAKESIDE HOLDING LIMITED (Exact name of registrant as specified in its charter)
Nevada		001-42140		82-1978491
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1475 Thorndale Avenue, Suite A
Itasca, Illinois 60143

(Address of Principal Executive Offices and Zip Code)

(224) 446-9048

(Registrant’s telephone number, including area code)

Not Applicable

(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 Securities Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value US$0.0001 per share		LSH		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 July 28, 2025, Lakeside Holding Limited (the “Company”) received a letter (the “Notice”) from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, the Company had failed to comply with the minimum bid price of $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”), based on the closing bid price of the Company’s common stock for the previous 30 consecutive business days from June 12 to July 28, 2025¹.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until January 26, 2026 (the “Compliance Date”), to regain compliance with the Bid Price Requirement. If, at any time before the Compliance Date, the bid price for the Company’s common stock closes at $1.00 or more for at least 10 consecutive business days, Nasdaq will provide the Company written confirmation of compliance, and the matter will be closed. Despite of the foregoing, according to Listing Rule 5810(c)(3)(H) Staff may, in its discretion, require a Company to satisfy the Bid Price Requirement for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term compliance.

If the Company is not in compliance with the Bid Price Requirement by the Compliance Date, the Company may qualify for a second 180 calendar day compliance period. To qualify, the Company would be required, among other things, to meet the continued listing requirement for the market value of publicly held shares, as well as the standards for initial listing on The Nasdaq Capital Market with the exception of the Bid Price Requirement, and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period. If the Company does not qualify for, or fails to regain compliance during, a second compliance period, then the Staff will provide written notification to the Company that its common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to the Nasdaq Listing Qualifications Panel. However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination, such an appeal would be successful.

Nasdaq Notice has no immediate effect on the listing of the Company’s Common Stock on the Capital Market. The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options including reverse stock split to regain compliance with the Bid Price Requirement.

¹ Based on the Nasdaq FAQs, specifically FAQ 355, "Nasdaq uses the consolidated closing bid price as of 4 PM Eastern Time to determine whether a company complies with the bid price requirements for continued listing." Thus while the Company’s closing bid price on June 16, 2025 is $1.00, its “consolidated closing bid price” as referenced above is $0.96, according to the Staff.

1

SIGNATURE

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.

Dated: August 1, 2025

	Lakeside Holding Limited
	By:	/s/ Long Yi
		Long Yi
		Chief Financial Officer

2

FAQ

How many shares does TRNO register under the 2025 Equity Incentive Plan?

2,686,616 shares of common stock, including new and carry-over amounts.

When did Terreno Realty Corporation shareholders approve the new equity plan?

The plan was approved on May 6, 2025 at the company’s Annual Meeting.

Does the Form S-8 raise new capital for TRNO?

No. A Form S-8 only registers shares for employee awards; it does not generate immediate cash proceeds.

What is the potential impact of the filing on TRNO share dilution?

Dilution will occur only as awards vest or options are exercised; magnitude depends on future grant practices.

Which law firm issued the legal opinion for the registration?

Paul Hastings LLP provided the opinion filed as Exhibit 5.1.