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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):
May 11, 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 7.01 Regulation FD Disclosure.
On May 12, 2026, Maison Solutions Inc. (the “Company”)
issued a press release announcing that on May 11, 2026, the Company received written notice from the Listing Qualifications Department
(the “Nasdaq Staff”) of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company has regained compliance
with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”)
for continued listing on the Nasdaq Capital Market. Accordingly, the Company’s Class A common stock will continue to be listed and
traded on the Nasdaq Capital Market. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 of
this Current Report, including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01 and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference
in such filing to this Item 7.01 of this Current Report. The information set forth under this Item 7.01 shall not be deemed an admission
as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements
of Regulation FD.
Item 8.01. Other Events.
As previously disclosed, on July 10, 2025, the
Company received written notice (the “Bid Price Notice”) from the Nasdaq Staff indicating that the Company was not in compliance
with the Minimum Bid Price Requirement. The notification of noncompliance had no immediate effect on the listing or trading of the Company’s
Class A common stock on the Nasdaq Capital Market. The Bid Price Notice indicated that the Company was provided 180 calendar days, or
until January 6, 2026, in which to regain compliance. On January 7, 2026, the Nasdaq Staff notified the Company of its determination that
the Company was eligible for an additional 180-day period, or until July 6, 2026, to regain compliance with the Minimum Bid Price Requirement.
On May 11, 2026, the Company received written
notice from the Nasdaq Staff that the Company has regained compliance with the Minimum Bid Price Requirement and the matter has now been
closed. Accordingly, the Company’s Class A common stock will continue to be listed and traded on the Nasdaq Capital Market.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release of the Registrant dated May 12, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 12, 2026 |
By: |
/s/ John Xu |
| |
Name: |
John Xu |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Maison Solutions Inc. Regains Compliance with
Nasdaq Minimum Bid Price Requirement
MONTEREY PARK, Calif., May 12, 2026 —
Maison Solutions Inc. (NASDAQ: MSS) (“Maison Solutions” or the “Company”), a specialty grocery retailer offering traditional
Asian food and merchandise to U.S. consumers, today announced that on May 11, 2026, it received written notification from The Nasdaq Listing
Qualifications Department of the Nasdaq Stock Market LLC stating that the Company has regained compliance with the $1.00 minimum bid price
requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Accordingly, the Company’s
Class A common stock will continue to be listed and traded on the Nasdaq Capital Market.
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 new and faster-paced lifestyle of younger generations and the diverse
makeup of the communities in which the Company operates. Since its formation in 2019, the Company has acquired equity interests in four
traditional Asian supermarkets in the Los Angeles, California area, operating under the brand name HK Good Fortune, and three supermarkets
in the Phoenix and Tucson, Arizona metro areas, operating under the brand name Lee Lee International Supermarket. To learn more about
Maison Solutions, please visit the Company’s website at www.maisonsolutionsinc.com.
Follow us on LinkedIn and X.
Forward-Looking and Cautionary Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We caution readers that forward-looking statements
are predictions based on our current expectations about future events. Forward-looking statements may include, but are not limited to,
statements, other than historical facts, that address activities, events or developments that the company intends, expects, projects,
plans, believes or anticipates will or may occur in the future. These forward-looking statements are not guarantees of future performance
and are subject to known and unknown risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance,
or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors,
including the risks discussed under the heading “Risk Factors” discussed under the caption “Item 1A. Risk Factors”
in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the caption “Item 1A. Risk Factors” in
Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC, copies of which are available on the SEC’s website
at www.sec.gov. Additionally, new risk factors emerge from time to time, and it is not possible for us to predict all such risk factors,
or to assess the impact such risk factors might have on our business. We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise that occur after the date of this release, except as required
by law.
Investor Relations Contact:
info@maisonsolutionsinc.com