[Form 4] Tucows, Inc Insider Trading Activity

Rhea-AI Filing Summary

Treasure Global Inc. (Nasdaq: TGL) reported that on 2 July 2025 it received a Nasdaq Listing Qualifications deficiency notice for failing to hold an annual shareholders’ meeting within 12 months of its fiscal year-end, breaching Listing Rule 5620(a).

The company has 45 calendar days to submit a remediation plan. If Nasdaq accepts the plan, TGL may receive an extension of up to 180 days (until 30 June 2025) to regain compliance; otherwise its shares could face delisting, with the right to appeal.

Management says it is actively working toward compliance and has already set a virtual annual meeting for 5 Aug 2025. The notice does not immediately affect the listing or trading status of TGL shares.

Positive

• No immediate trading impact: Nasdaq letter is a deficiency notice only; TGL shares remain listed during the cure period.
• Remediation underway: Company has already scheduled a virtual annual meeting for 5 Aug 2025 to restore compliance.

Negative

• Nasdaq deficiency notice: Failure to hold the required annual meeting breaches Listing Rule 5620(a).
• Potential delisting risk: If TGL’s compliance plan is rejected or deadlines are missed, its securities could be delisted.

Insights

Securities Analyst

TL;DR: Nasdaq deficiency adds governance risk; impact limited if Aug 5 meeting proceeds.

The notice is a formal warning, not a delisting order. Historically, most issuers cure Rule 5620(a) violations by promptly holding the overdue meeting. TGL has 45 days to submit its plan and up to 180 days total to comply—ample time given the Aug 5 date already scheduled. Nonetheless, the episode highlights internal governance lapses and could weigh on investor sentiment until compliance is restored. I view the event as modestly negative but not thesis-changing unless the company misses further deadlines.

Corporate Governance Expert

TL;DR: Governance lapse is fixable; proactive scheduling should satisfy Nasdaq.

Missing an annual meeting signals weak board oversight and shareholder-relations processes. However, Nasdaq’s structured cure period provides a clear path: submit a plan, hold the meeting, file related voting results. By announcing an Aug 5 virtual meeting, management demonstrates urgency and transparency, which should satisfy Rule 5620(a). Unless further procedural errors emerge, the long-term governance impact should be limited.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

NOSS ELLIOT

(Last) (First) (Middle)

96 MOWAT AVENUE

(Street)

TORONTO A6 M6K 3M1

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TUCOWS INC /PA/ [ TCX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/07/2025		S(1)		2,600	D	$20.51(2)	449,498	D
Common Stock	07/08/2025		S(1)		2,500	D	$20.81(3)	446,998	D
Common Stock	07/09/2025		S(1)		500	D	$21.21	446,498	D
Common Stock								114,670	I	Per EN RRSP
Common Stock								1,639	I	Per EN TFSA
Common Stock								6,000	I	Per EN US Retirement Savings Account
Common Stock								2,470(4)	I	By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 15, 2023, at least ninety days prior to the trading date.

2. These shares were sold in multiple transactions, at prices ranging from $20.48 to $20.52. The reporting person will provide to the Commission, the Issuer, and any stockholder, upon request, full information regarding the number of shares purchased or sold at each separate price.

3. These shares were sold in multiple transactions, at prices ranging from $20.66 to $20.91. The reporting person will provide to the Commission, the Issuer, and any stockholder, upon request, full information regarding the number of shares purchased or sold at each separate price.

4. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

	/s/ Katherine Young, attorney-in-fact for Mr. Noss	07/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why did Treasure Global (TGL) receive a Nasdaq deficiency notice?

TGL failed to hold an annual shareholders’ meeting within 12 months of its fiscal year-end, violating Listing Rule 5620(a).

Does the deficiency notice affect TGL’s current Nasdaq listing or trading?

No. The notice is only a warning; TGL shares continue to trade on Nasdaq while the company works to regain compliance.

How long does TGL have to regain compliance with Nasdaq rules?

TGL has 45 days to submit a compliance plan and, if accepted, up to 180 days (until 30 June 2025) to hold the annual meeting.

When will Treasure Global hold the overdue annual meeting?

Management has set a virtual annual meeting for 5 August 2025 to address the deficiency.

What happens if Nasdaq rejects TGL’s compliance plan?

TGL’s securities could be delisted, but the company would have the right to appeal the decision to a Nasdaq hearings panel.