MSS 8-K
Maison Solutions Inc. (MSS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 20, 2026, Maison Solutions Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because it had not timely filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 (the “Form 10-K”), it no longer satisfies the continued listing requirement of Nasdaq Listing Rule 5250(c)(1) (the “Rule”). The Letter has no immediate effect on the listing of the Company’s Class A common stock, which continues to trade on The Nasdaq Capital Market under the symbol “MSS.”
The Company has 60 calendar days from the date of the Letter, or until October 19, 2026, to submit to Nasdaq a plan to regain compliance with the Rule. If Nasdaq accepts the plan, it may grant an exception of up to 180 calendar days from the Form 10-K’s due date, or until February 9, 2027, to regain compliance; if Nasdaq does not accept the plan, the Company may appeal the determination to a Nasdaq Hearings Panel.
The Company is working diligently to complete the Form 10-K and intends to timely submit a compliance plan to Nasdaq within the 60-day period described above.
Item 7.01. Regulation FD Disclosure.
On August 25, 2026, the Company issued a press release announcing its receipt of the Letter from Nasdaq described in Item 3.01 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This report contains forward-looking statements, including statements regarding the Company’s intention to submit a compliance plan and its ability to regain and maintain compliance with Nasdaq’s listing requirements. These statements are subject to risks and uncertainties, including Nasdaq’s acceptance of the Company’s plan and the outcome of any appeal, and actual results may differ materially. The Company undertakes no obligation to update any forward-looking statement, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release issued by Maison Solutions Inc. on August 25, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MAISON SOLUTIONS INC. | ||
| Date: August 25, 2026 | ||
| By: | /s/John Xu | |
| Name: | John Xu | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Maison Solutions Inc. Receives Nasdaq Notification Regarding Delayed Filing of Annual Report on Form 10-K
MONTEREY PARK, Calif., August 25, 2026 — Maison Solutions Inc. (Nasdaq: MSS) (the “Company”) today announced that, on August 20, 2026, it received a notification letter from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, because the Company had not timely filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 (the “Form 10-K”), it is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic reports with the U.S. Securities and Exchange Commission (the “SEC”).
The notification has no immediate effect on the listing of the Company’s Class A common stock, which continues to trade on The Nasdaq Capital Market under the symbol “MSS.”
Under the Nasdaq listing rules, the Company has 60 calendar days, or until October 19, 2026, to submit to Nasdaq a plan to regain compliance with the rule. If Nasdaq accepts the plan, it may grant the Company an exception of up to 180 calendar days from the Form 10-K’s due date, or until February 9, 2027, to regain compliance. If Nasdaq does not accept the plan, the Company may appeal the determination to a Nasdaq Hearings Panel.
The Company is working diligently to regain compliance with Nasdaq’s listing rules.
About Maison Solutions Inc.
Maison Solutions Inc. is a U.S.-based specialty grocery retailer offering traditional Asian food and merchandise, particularly to members of Asian American communities. The Company is committed to providing Asian fresh produce, meat, seafood and other daily necessities in a manner that caters to traditional Asian American family values and cultural norms, while also accounting for the faster-paced lifestyle of younger generations and the diverse makeup of the communities in which the Company operates. The Company’s grocery retail operations are located in Southern California and Arizona under the HK Good Fortune and Lee Lee International brands. For more information about Maison Solutions, please visit www.maisonsolutionsinc.com. Follow the Company on LinkedIn and X.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the Company’s intention to submit a plan to regain compliance and its ability to regain and maintain compliance with Nasdaq’s listing requirements. These statements are based on the Company’s current expectations and are subject to risks and uncertainties, including Nasdaq’s acceptance of the Company’s plan and the outcome of any appeal, and actual results may differ materially. Additional risks are described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Investor Relations Contact: Maison Solutions Inc. | Email: [email protected]