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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):
September 23, 2026
MAISON SOLUTIONS INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-41720 |
|
84-2498797 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
127 N Garfield Avenue, Monterey Park, CA 91754
(Address of principal executive offices, including
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 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 23, 2026,
Maison Solutions Inc. (the "Company") received a letter (the "Letter") from the Listing Qualifications
staff of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, because it had not timely filed its Quarterly
Report on Form 10-Q for the quarter ended July 31, 2026 (the "Form 10-Q") and remains delinquent in filing its Annual
Report on Form 10-K for the fiscal year ended April 30, 2026 (the "Form 10-K"), it does not comply with Nasdaq Listing
Rule 5250(c)(1) (the "Rule"), which requires listed companies to timely file all required periodic reports with the Securities
and Exchange Commission (the "SEC"). The Letter has no immediate effect on the listing of the Company's Class A common
stock, which continues to trade on The Nasdaq Capital Market under the symbol "MSS."
The Letter states that
the Company has until October 19, 2026 to submit to Nasdaq a plan to regain compliance with the Rule. As previously disclosed, on August
20, 2026, the Company received a notification from Nasdaq concerning the late filing of the Form 10-K. The October 19, 2026 deadline to
submit a plan to regain compliance was established in that earlier notification and remains unchanged following receipt of the September
23, 2026 notification. If Nasdaq accepts the plan, it may grant an exception of up to 180 calendar days from the Form 10-K's due date,
or until February 9, 2027, to file the Form 10-K and the Form 10-Q to regain compliance; if Nasdaq does not accept the plan, the Company
may appeal the determination to a Nasdaq Hearings Panel.
The Company is working
diligently to complete the Form 10-K and the Form 10-Q and plans to file the Form 10-K and the Form 10-Q as promptly as practicable to
regain compliance with the Rule.
Item 7.01. Regulation
FD Disclosure.
On September 29, 2026,
the Company issued a press release announcing its receipt of the Letter from Nasdaq described in Item 3.01 above. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this
Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This report contains
forward-looking statements, including statements regarding the Company’s intention to submit a compliance plan and its ability to
regain and maintain compliance with Nasdaq’s listing requirements. These statements are subject to risks and uncertainties, including
Nasdaq’s acceptance of the Company’s plan and the outcome of any appeal, and actual results may differ materially. 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 |
| 99.1 |
|
Press release issued by Maison Solutions Inc. on September 29, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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: September 29, 2026 |
| |
|
|
| |
By: |
/s/ John Xu |
| |
Name: |
John Xu |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Maison Solutions Inc. Receives Additional Nasdaq
Notification Regarding Delayed Filing of Quarterly Report on Form 10-Q
MONTEREY PARK, Calif., September 29, 2026 —
Maison Solutions Inc. (Nasdaq: MSS) (the “Company”) today
announced that, on September 23, 2026, it received a notification letter from the Listing Qualifications staff of The Nasdaq Stock Market
LLC (“Nasdaq”) stating that, because the Company had
not timely filed its Quarterly Report on Form 10-Q for the quarter ended July 31, 2026 (the “Form
10-Q”), and because the Company remains delinquent in filing its Annual Report on Form 10-K for the fiscal year ended
April 30, 2026 (the “Form 10-K”), it is not in compliance
with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic reports with the U.S. Securities
and Exchange Commission (the “SEC”).
The notification has no immediate effect on the
listing of the Company’s Class A common stock, which continues to trade on The Nasdaq Capital Market under the symbol “MSS.”
Under the Nasdaq listing rules, the Company has
until October 19, 2026 to submit to Nasdaq a plan to regain compliance with the rule. As previously disclosed, on August 20, 2026, the
Company received a notification from Nasdaq concerning the late filing of the Form 10-K. The October 19, 2026 deadline to submit a plan
to regain compliance was established in that earlier notification and remains unchanged following receipt of the September 23, 2026 notification.
If Nasdaq accepts the plan, it may grant the Company an exception of up to 180 calendar days from the Form 10-K’s due date, or until February
9, 2027, to file the Form 10-K and the Form 10-Q to regain compliance. If Nasdaq does not accept the plan, the Company may appeal the
determination to a Nasdaq Hearings Panel.
The Company is working diligently to regain compliance
with Nasdaq’s listing rules.
About Maison Solutions Inc.
Maison Solutions Inc. is a U.S.-based specialty
grocery retailer offering traditional Asian food and merchandise, particularly to members of Asian American communities. The Company is
committed to providing Asian fresh produce, meat, seafood and other daily necessities in a manner that caters to traditional Asian American
family values and cultural norms, while also accounting for the faster-paced lifestyle of younger generations and the diverse makeup of
the communities in which the Company operates. The Company’s grocery retail operations are located in Southern California and Arizona
under the HK Good Fortune and Lee Lee International brands. For more information about Maison Solutions, please visit www.maisonsolutionsinc.com.
Follow the Company on LinkedIn and X.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the federal securities laws, including statements regarding the Company’s intention to submit a plan to regain
compliance and its ability to regain and maintain compliance with Nasdaq’s listing requirements. These statements are based on the
Company’s current expectations and are subject to risks and uncertainties, including Nasdaq’s acceptance of the Company’s
plan and the outcome of any appeal, and actual results may differ materially. Additional risks are described in the Company’s filings
with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement, whether as
a result of new information, future events or otherwise, except as required by law.
Investor Relations Contact: Maison Solutions Inc. | Email: info@maisonsolutionsinc.com
