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2026-04-30
2026-04-30
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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):
April 30, 2026
VenHub Global, Inc.
(Exact Name of Registrant as Specified in Charter)
| Nevada |
|
001-43082 |
|
92-2083580 |
|
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
5360 Procyon St.
Las Vegas, NV 89118
(Address of Principal Executive Offices and
Zip Code)
(888) 585-4999
Registrant’s Telephone Number, Including
Area Code
(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 (see General
Instruction A.2. below):
| ☐ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
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| ☐ |
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)) |
| |
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| ☐ |
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 |
|
VHUB |
|
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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 April 30, 2026, VenHub Global, Inc. (the “Company”)
received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that, because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for the last 30
consecutive business days, the Company no longer meets the minimum bid price requirement for continued listing on the Nasdaq Global Market
under Nasdaq Marketplace Rule 5450(a)(1), requiring a minimum bid price of at least $1.00 per share (the “Minimum Bid Price Requirement”).
The notification has no immediate effect on the
listing of the Company’s common stock. In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has a period of 180
calendar days, or until October 27, 2026, to regain compliance with the Minimum Bid Price Requirement. If at any time before October 27,
2026, the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days,
Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement.
Pursuant to the notification letter, in the event
the Company does not regain compliance with the Minimum Bid Price Requirement by October 27, 2026, the Company may be eligible for additional
time. To qualify for additional time, the Company would be required to meet the continued listing requirement for market value of publicly
held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement,
and would need to provide written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse
stock split, if necessary.
If the Company does not regain compliance within
the said compliance period or periods, Nasdaq will provide notice that the common stock will be subject to delisting. The Company would
then be entitled to appeal that determination to a Nasdaq hearings panel.
The Company’s receipt of the notification
letter has no immediate effect on the listing of the Company’s shares, which will continue to trade uninterrupted on Nasdaq under
the ticker “VHUB”. The Company intends to actively monitor the closing bid price of the common stock and will evaluate available
options to regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that the Company will regain compliance
with the Minimum Bid Requirement during the 180-day compliance period, secure a second period of 180 days to regain compliance or maintain
compliance with the other Nasdaq listing requirements.
Forward Looking Statements:
This Current Report on Form 8-K contains “forward-looking”
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including
statements related to the Company’s ability to regain compliance with Nasdaq’s continued listing standards. The words “may,”
“will,” “could,” “would,” “should,” “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,”
“continue,” “ongoing” and similar expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. While the Company believes its plans, intentions and expectations reflected
in those forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual
results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements.
For information about the factors that could cause such differences, please refer to the Company’s Annual Report on Form 10-K for
the year ended March 31, 2025, including the information discussed under the captions “Item 1 Business,” “Item 1A. Risk
Factors” and “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as
well as the Company’s various other filings with the SEC. Given these uncertainties, you should not place undue reliance on these
forward-looking statements. The Company undertakes no obligation to update any forward-looking statement in this report, except as 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.
| |
VENHUb GLOBAL, Inc. |
| |
|
|
| Date: May 5, 2026 |
By: |
/s/ Shahan Ohanessian |
| |
Name: |
Shahan Ohanessian |
| |
Title: |
Chief Executive Officer |
