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) July 2, 2026 (July 1, 2026)
AI FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 000-19621 | 41-1454591 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
8548 Rozita Lee Avenue, Suite 305 Las Vegas, NV | 89113 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 800-400-2247
(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 | ||
| Common stock (par value $0.001 per share) | AIFC | 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 July 1, 2026, AI Financial Corporation (the “Company”) was notified by The Nasdaq Stock Market, LLC (“Nasdaq”), that it is not in compliance with the minimum closing bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Notification Letter”). That Rule requires listed securities to maintain a minimum closing bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum closing bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. June 30, 2026, constituted the 30th consecutive day.
The Notification Letter has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market. The common stock will continue to trade on The Nasdaq Capital Market under the symbol “AIFC.”
The Notification Letter provides the Company with 180 calendar days, or until December 28, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. If the Company does not regain compliance by December 28, 2026, Nasdaq may grant an additional 180 days for the Company to regain compliance, so long as the Company meets the continued listing requirement for market value of publicly held shares and the other initial listing standards for The Nasdaq Capital Market (other than the closing bid price standard) and notifies Nasdaq in writing of its intention to cure the deficiency during the second compliance period. If Nasdaq does not grant the additional 180 days or if the Company fails to regain compliance during that second 180-day period, then Nasdaq will notify the Company of its determination to delist the Company’s common stock, at which time the Company will have an opportunity to appeal the delisting determination to a Hearings Panel.
The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options, including, but not limited to, a reverse split of its common stock, to regain compliance with the minimum closing bid price requirement under the Nasdaq Listing Rules.
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.
| AI FINANCIAL CORPORATION | ||
| Date: July 2, 2026 | By: | /s/ Tony Isaac |
| Tony Isaac | ||
| Chief Executive Officer | ||