Core AI Holdings, Inc 6-K, filed Sep 23, 2026
Core AI Holdings, Inc. (CHAI)
About this 6-K
Core AI Holdings, Inc filed this 6-K on September 23, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of: September 2026
Commission File Number: 001-39557
Core AI Holdings, Inc.
(Translation of registrant’s name into English)
25 SE 2nd Ave. Ste 550 Miami, FL 33131
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
On September 23, 2026, Core AI Holdings, Inc., a British Columbia, Canada corporation (the “Company”), issued a press release announcing that on September 18, 2026, the Company received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum shareholders’ equity requirement for continued listing of its common shares for trading on Nasdaq.
A copy of the press release is included with this Report of Foreign Private Issuer on Form 6-K (the “Report”) as Exhibit 99.1.
The information contained in and the document furnished with this Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Forward Looking Statements
This Report and the exhibit furnished herewith contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. Because these forward-looking statements and their implications are neither historical facts nor assurances of future performance and are based on the Company’s current expectations, they are subject to various risks and uncertainties and changes in circumstances that are difficult to predict and may be outside of the Company’s control, and actual results, performance or achievements of the Company could differ materially from those described in or implied by the statements in this Report. The forward-looking statements contained or implied in this Report are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2026, and in any subsequent filings with the SEC. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Any references and links to websites and social media have been provided as a convenience, and the information contained on such websites is not incorporated by reference into this Report. The Company is not responsible for the contents of third-party websites.
| 2 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1* | Press release dated July September 23, 2026 |
*Furnished not filed.
| 3 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 23, 2026 | CORE AI HOLDINGS, INC. | |
| By: | /s/ Aitan Zacharin | |
| Aitan Zacharin | ||
| Chief Executive Officer | ||
| 4 |
Exhibit 99.1
Core AI Holdings Announces Receipt of Nasdaq Notification Regarding Minimum Stockholders’ Equity Deficiency
MIAMI, FL – September 23, 2026 — Core AI Holdings, Inc. (“Core AI” or the “Company”) (Nasdaq: CHAI), a global AI technology and infrastructure company, today announced that on September 18, 2026, the Company received a notification letter (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that as its unaudited consolidated balance sheet as of June 30, 2026, included with a Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on August 20, 2026, reflected shareholders’ equity of $2,429,389, the Company is not in compliance with the requirement of maintaining a minimum shareholders’ equity of $2,500,000 for continued listing of its common shares for trading on Nasdaq as required by Nasdaq Listing Rule 5550(b)(1) (the “Rule”).
As set forth in the Notice, the Company has a period of 45 days through November 2, 2026, to submit a plan to regain compliance with the Rule, which if accepted, will afford an extension of up to 180 calendar days from the date of the notice or until March 17, 2027, for Core AI to regain compliance with the Rule. The Company intends to submit a plan by the November 2, 2026 deadline, which it anticipates will demonstrate that it has regained compliance with the Rule. However, if the Company’s plan to regain compliance with the Rule is not accepted by Nasdaq or the Company fails to regain compliance with the Rule, Nasdaq will provide notice that Core AI’s common shares are subject to delisting.
The notification does not affect the Company’s business operations, strategic initiatives, or the listing or trading of its common shares on Nasdaq.
About Core AI Holdings, Inc.
Core AI Holdings, Inc. (NASDAQ: CHAI) is a global AI technology and infrastructure company focused on identifying, developing, and scaling AI-driven businesses that leverage next-generation technologies to address large, high-growth market opportunities. Core AI’s mission is to harness artificial intelligence to create transformative, scalable solutions across multiple verticals and drive long-term shareholder value. Through its subsidiary, Core Gaming, the Company operates an AI-driven mobile game development and publishing business which has generated over 800 million downloads, and built a global user base of more than 40 million players across over 140 countries.
Core AI Investor Relations
ir@coregaming.co
www.coregaming.co
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on Core AI’s current expectations and assumptions and are subject to risks, uncertainties, and changes in circumstances that may cause actual results to differ materially, as well as other risks described under “Risk Factors” in Core AI’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on May 15, 2026, and in subsequent SEC filings. Except as required by law, Core AI undertakes no obligation to update these forward-looking statements.