Maison Solutions (MSS) receives Nasdaq notice for missing required annual stockholder meeting

Q: What Nasdaq rule did Maison Solutions Inc. (MSS) fail to meet?

Maison Solutions failed to comply with Nasdaq Listing Rule 5620(a) , which requires listed companies to hold an annual meeting of stockholders within one year of their fiscal year end. The company did not hold such a meeting for its fiscal year ended April 30, 2026.

Q: Why did Nasdaq send a non-compliance notice to Maison Solutions (MSS)?

Nasdaq sent a non-compliance notice because Maison Solutions did not hold an annual stockholders’ meeting within one year of its fiscal year ended April 30, 2026. This timing requirement is part of Nasdaq Listing Rule 5620(a) for maintaining continued listing standards.

Q: How long does Maison Solutions (MSS) have to regain Nasdaq compliance?

Maison Solutions has 45 days from the May 6, 2026 notice to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 days from the fiscal year end to fix the listing deficiency.

Q: What steps does Maison Solutions (MSS) plan to take after the Nasdaq notice?

Maison Solutions intends to submit a compliance plan to Nasdaq within 45 days of the May 6, 2026 notice and to take reasonable steps to regain compliance, including holding its annual meeting of stockholders as soon as practicable following plan submission and acceptance.

Q: Does the Nasdaq non-compliance notice immediately delist Maison Solutions (MSS)?

The notice itself does not immediately delist Maison Solutions. Instead, it starts a process under Nasdaq Listing Rule 5810(c)(2)(G), giving the company time to submit a compliance plan and potentially receive an extension to regain compliance before any delisting action is considered.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

8-K

Rhea-AI Filing Summary

Maison Solutions Inc. reported that it received a notice from Nasdaq stating it is not in compliance with Nasdaq Listing Rule 5620(a) because it did not hold an annual stockholders’ meeting within one year of its fiscal year ended April 30, 2026.

The company has 45 days from the May 6, 2026 notice to submit a plan to regain compliance and, if Nasdaq accepts the plan, could receive up to 180 days from the fiscal year end to cure the deficiency. Maison Solutions plans to submit the required plan and hold its annual meeting as soon as practicable.

Positive

None.

Negative

Nasdaq listing non-compliance notice: Nasdaq determined Maison Solutions is not in compliance with Listing Rule 5620(a) for failing to hold an annual meeting within one year of its fiscal year ended April 30, 2026, creating a risk to its continued Nasdaq listing if the deficiency is not cured.

Insights

Nasdaq non-compliance is a governance risk, but there is a defined cure path.

Nasdaq notified Maison Solutions that it failed to hold an annual meeting within one year of its fiscal year ended April 30, 2026, breaching Listing Rule 5620(a). This is a procedural governance issue rather than a financial event, but it directly affects listing status.

The company has 45 days from the May 6, 2026 notice to submit a compliance plan and may receive up to 180 days from the fiscal year end to regain compliance. Actual impact depends on Nasdaq accepting the plan and the company successfully holding the annual meeting within the allowed timeframe.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Key Figures

Compliance plan deadline: 45 days Maximum cure period: 180 days Fiscal year end: April 30, 2026 +1 more

4 metrics

Compliance plan deadline 45 days Time from May 6, 2026 Nasdaq notice to submit plan

Maximum cure period 180 days Maximum extension from fiscal year end to regain compliance

Fiscal year end April 30, 2026 Year-end used for annual meeting compliance test

Nasdaq notice date May 6, 2026 Date Nasdaq issued non-compliance notice

Key Terms

Nasdaq Listing Rule 5620(a), Nasdaq Listing Rule 5810(c)(2)(G), Nasdaq Listing Rule 5810(b), Emerging growth company

4 terms

Nasdaq Listing Rule 5620(a) regulatory

"not in compliance with Nasdaq Listing Rule 5620(a) because it did not hold an annual meeting"

Nasdaq Listing Rule 5810(c)(2)(G) regulatory

"As provided in Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days"

Nasdaq Listing Rule 5810(b) regulatory

"being filed in accordance with Nasdaq Listing Rule 5810(b), which requires prompt public disclosure"

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/11/2026 - 08:41 PM

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): May 6, 2026

Maison Solutions Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41720

84-2498787

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

127 N Garfield Ave, Monterey Park, CA 91754		91754
(Address of principal executive offices)		(Zip Code)

(626) 737-5888

(Registrant’s telephone number, including area code)

N/A

(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
Class A Common Stock, par value $0.0001 per share		MSS		The Nasdaq Stock Market

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 Non-Compliance with Listing Standards.

On May 6, 2026, Maison Solutions Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5620(a) because it did not hold an annual meeting of stockholders within one year of the end of its fiscal year ended April 30, 2026.

As provided in Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days from the date of the Notice to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant an extension of time for the Company to regain compliance, which may be up to 180 days from the end of the Company’s fiscal year.

This Current Report on Form 8-K is being filed in accordance with Nasdaq Listing Rule 5810(b), which requires prompt public disclosure upon receipt of such a notice.

The Company intends to submit a compliance plan within the required timeframe and to take all reasonable steps to regain compliance, which would include holding its annual meeting as soon as practicable.

Forward-Looking Statements

This report contains forward-looking statements that involve risks and uncertainties, including statements regarding the Company’s intentions to submit a plan and to regain compliance and the potential for an extension. Actual results may differ materially due to a number of factors, including those described under “Risk Factors” in the Company’s filings with the SEC. The Company undertakes no obligation to update forward-looking statements except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Maison Solutions Inc.

Date: May 11, 2026	By:	/s/ John Xu
	Name:	John Xu
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq rule did Maison Solutions Inc. (MSS) fail to meet?

Maison Solutions failed to comply with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual meeting of stockholders within one year of their fiscal year end. The company did not hold such a meeting for its fiscal year ended April 30, 2026.

Why did Nasdaq send a non-compliance notice to Maison Solutions (MSS)?

Nasdaq sent a non-compliance notice because Maison Solutions did not hold an annual stockholders’ meeting within one year of its fiscal year ended April 30, 2026. This timing requirement is part of Nasdaq Listing Rule 5620(a) for maintaining continued listing standards.

How long does Maison Solutions (MSS) have to regain Nasdaq compliance?

Maison Solutions has 45 days from the May 6, 2026 notice to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 days from the fiscal year end to fix the listing deficiency.

What steps does Maison Solutions (MSS) plan to take after the Nasdaq notice?

Maison Solutions intends to submit a compliance plan to Nasdaq within 45 days of the May 6, 2026 notice and to take reasonable steps to regain compliance, including holding its annual meeting of stockholders as soon as practicable following plan submission and acceptance.

Does the Nasdaq non-compliance notice immediately delist Maison Solutions (MSS)?

The notice itself does not immediately delist Maison Solutions. Instead, it starts a process under Nasdaq Listing Rule 5810(c)(2)(G), giving the company time to submit a compliance plan and potentially receive an extension to regain compliance before any delisting action is considered.

Filing Exhibits & Attachments

3 documents