KNRX 6-K
Knorex Ltd. (KNRX)
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 August 2026
Commission file number: 001-42862
KNOREX Ltd.
(Exact name of registrant as specified in its charter)
21 Merchant Road, #04-01
Singapore 058267
(Address of Principal Executive Offices)
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
Failure to Satisfy a Continued Listing Rule or Standard
On August 21, 2026, KNOREX Ltd. (the “Company”) received a notice (the “Notice”) from NYSE Regulation indicating that the Company was not in compliance with the NYSE American LLC’s (“NYSE American”) continued listing standards set forth in: (a) Section 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”), which requires a company to have stockholders’ equity of $2.0 million or more if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years; and (b) Section 1003(a)(ii) of the Company Guide, which requires a company to have stockholders’ equity of $4.0 million or more if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. The Company reported a stockholders’ deficit of $(6.5) million at December 31, 2025, and has had net losses in its last four fiscal years then ended, the Company is not in compliance with the continued listing standards.
The Company intends to submit a plan of compliance to the NYSE American on or before September 20, 2026 outlining the actions it has taken or intends to take to regain compliance with the continued listing standards by February 21, 2028. The Notice has no immediate impact on the listing and trading of the Company’s class A ordinary shares, which will continue to be listed and traded on the NYSE American , subject to continued compliance with the other listing requirements of the NYSE American.
If the plan is not accepted by the NYSE American, delisting proceedings will commence. Furthermore, if the plan is accepted, but the Company is not in compliance with the continued listing standards by February 21, 2028, or if the Company does not make progress consistent with the plan during the cure period, NYSE American will initiate delisting proceedings as appropriate.
The Company intends to consider available options to address the deficiencies. There can be no assurance that the Company will regain compliance with the continued listing standardsduring the cure period.
On August 26, 2026, the Company issued a press release announcing receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
Certain statements made in this Form 6-K are “forward-looking statements” as defined under the federal securities laws, including, but not limited to, the Company’s expectations regarding the completion, timing and size of the proposed Offering and statements regarding the use of proceeds from the sale of the Company’s shares in the Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can find many (but not all) of these statements by the use of words such as “believe,” “plan,” “expect,” “intend,” “should,” “seek,” “estimate,” “will,” “aim,” and “anticipate,” or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
EXHIBIT INDEX
| Exhibit No | Description | |
| 99.1 | Press Release dated August 26, 2026 |
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, thereunto duly authorized.
| KNOREX Ltd. | ||
| By: | /s/ Khar Heng Choo | |
| Name: | Khar Heng Choo | |
| Title: | Chairman of the Board of Directors and Chief Executive Officer | |
Date: August 26, 2026
Exhibit 99.1
KNOREX Receives NYSE American Notice Regarding Continued Listing Standards
ALLEN, Texas and SINGAPORE – August 26, 2026 – KNOREX Ltd. (NYSE American: KNRX) (“KNOREX” or the “Company”), a leading provider of AI-driven cross-channel advertising technology solutions, today announced that it received a notice (the “Notice”) on August 21, 2026, from the NYSE American LLC (“NYSE American”) stating that the Company is not in compliance with the continued listing standards set forth in Sections 1003(a)(i) and (ii) of the NYSE American Company Guide (the “Company Guide”).
The Notice indicated that the Company is not in compliance with Sections 1003(a)(i) and (ii) of the Company Guide, which require stockholders’ equity of at least $2.0 million if an issuer has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years, and stockholders’ equity of at least $4.0 million if an issuer has reported such losses in three of its four most recent fiscal years. As of December 31, 2025, the Company reported a stockholders’ deficit of $6.5 million and had reported net losses in each of its four most recent fiscal years.
In accordance with the Company Guide, the Company intends to submit a plan by September 20, 2026, outlining the actions it has taken or intends to take to regain compliance with the continued listing standards by February 21, 2028.
The Notice has no immediate impact on the listing of the Company’s common shares, which will continue to be listed and traded on the NYSE American, subject to the Company’s compliance with other applicable listing requirements.
About KNOREX Ltd.
Founded in 2009, KNOREX Ltd. (NYSE American: KNRX) is a B2B technology company that provides AI-driven cross-channel programmatic advertising products and solutions to help businesses to simplify digital advertising and accelerate growth. The Company’s flagship platform, KNOREX XPOsm, is an AI-powered, cloud-based programmatic advertising technology platform that enables marketers to efficiently plan, execute, and optimize cross-channel ad campaigns across a diverse range of digital media, including social media, search, CTV/OTT, video, audio, display, native, and digital-out-of-home (DOOH) advertising.
By leveraging advanced AI/ML-driven automation, KNOREX XPO allows advertisers to streamline workflows, enhance campaign performance, reduce wasted ad spend, and scale their marketing efforts with greater efficiency and transparency. The platform is designed to address the growing complexity in digital advertising by centralizing campaign execution, management, and analytics into a unified, data-driven workflow.
KNOREX serves global enterprises, agencies, and brands across multiple industries, helping them navigate the rapidly evolving digital advertising landscape with automated, scalable, and data-driven solutions. The Company maintains operations across the United States, Vietnam, India, Malaysia, and Singapore.
For additional information, please visit www.knorex.com.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release are “forward-looking statements” as defined under the federal securities laws, including, but not limited to, the Company’s expectations regarding the completion, timing and size of the proposed Offering and statements regarding the use of proceeds from the sale of the Company’s shares in the Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can find many (but not all) of these statements by the use of words such as “believe,” “plan,” “expect,” “intend,” “should,” “seek,” “estimate,” “will,” “aim,” and “anticipate,” or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
Contact:
Crescendo Communications, LLC
212-671-1020