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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): July 9, 2026
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, USA |
|
60143 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (224) 446-9048
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:
| ☐ |
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 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.
As previously disclosed, on January 7, 2026, Lakeside
Holding Limited (the “Company”) received written notice from 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 November 14 to January 6, 2026. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided with an initial
period of 180 calendar days, or until July 7, 2026, to regain compliance with the Bid Price Requirement.
On July 9, 2026, the Company received a second
notice (the “Second Notice”) from Nasdaq indicating that, while the Company has not yet regained compliance with the Bid Price
Requirement, the Staff has determined that the Company is eligible for an additional 180 calendar day period, or until January 4, 2027
(the “Second Compliance Period”), to regain compliance. According to the Second Notice, the Staff’s determination was
based on (i) the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements
for initial listing on the Nasdaq Capital Market, with the exception of the Bid Price Requirement, and (ii) the Company’s written
notice of its intention to cure the deficiency during the Second Compliance Period by effecting a reverse stock split, if necessary.
If at any time during the Second Compliance Period,
the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq
will provide the Company written confirmation of compliance. The Staff may, in its discretion, require the Company to maintain a bid price
of at least $1.00 per share for a period in excess of 10 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 chooses to implement
a reverse stock split, it must complete the split no later than 10 business days prior to the expiration of the Second Compliance Period.
If compliance cannot be demonstrated by January 4, 2027, the Staff will provide written notification that the Company’s securities
will be delisted. At that time, the Company may appeal the delisting determination to a Nasdaq Hearings Panel. There can be no assurance
that the Company will regain compliance or otherwise maintain compliance with any of the other listing requirements.
Nasdaq Notice has no immediate effect on the listing
of the Company’s Common Stock on the Capital Market. The Company intends to continue to monitor the closing bid price of its common
stock and may, if appropriate, consider available options to regain compliance with the Bid Price Requirement.
Forward-Looking Statements
Certain information contained in this Current
Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We may in some cases use terms such as “predicts,”
“believes,” “potential,” “continue,” “anticipates,” “estimates,” “expects,”
“plans,” “intends,” “may,” “could,” “might,” “likely,” “will,”
“should” or other words that convey uncertainty of the future events or outcomes to identify these forward-looking statements.
Our forward-looking statements are based on current beliefs and expectations of our management team that involve risks, potential changes
in circumstances, assumptions, and uncertainties, including statements regarding the Company’s ability to regain compliance with
the Nasdaq continued listing requirements and its intention to effect a reverse stock split, if necessary. Any or all of the forward-looking
statements may turn out to be wrong or be affected by assumptions we make that later turn out to be incorrect, or by known or unknown
risks and uncertainties. These forward-looking statements are subject to risks and uncertainties including risks related to our ability
to regain compliance with Nasdaq’s continued listing requirements or otherwise maintain compliance with any other listing requirement
of the Nasdaq Capital Market, including the Nasdaq Minimum Bid Price Requirement, the potential de-listing of our shares from the Nasdaq
Capital Market due to our failure to comply with the Nasdaq Minimum Bid Price Requirement, and the other risks set forth in our filings
with the Securities and Exchange Commission, including in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. For all
these reasons, actual results and developments could be materially different from those expressed in or implied by our forward-looking
statements. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of this
Current Report on Form 8-K. We undertake no obligation to publicly update such forward-looking statements to reflect subsequent events
or circumstances unless required by law.
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.
| |
Lakeside Holding Limited |
| |
|
| Dated: July 10, 2026 |
By: |
/s/ Yang Li |
| |
Name: |
Yang
Li |
| |
Title: |
Chief Executive Officer and Director |
