エドガーで原本を確認する
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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission File Number 001-41631
Xiao-I Corporation
(Translation of registrant’s name into English)
5F, Building 363
No. 1555 of West Jinshajiang Road
Shanghai, China, 201803
(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 ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Nasdaq Deficiency Notices
On December 16, 2025 and December 17, 2025, Xiao-I Corporation (the “Company”) received written notices from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with (i) the minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1) and (ii) the minimum market value of publicly held shares requirement under Nasdaq Listing Rule 5450(b)(3)(C). The notices had no immediate effect on the listing or trading of the Company’s American Depositary Shares on The Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c), the Company has been provided separate 180-calendar-day compliance periods to regain compliance with each listing requirement. The Company issued a press release announcing receipt of the Nasdaq notices, which is furnished as Exhibit 99.1 to this Report on Form 6-K.
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| 99.1 | Press release |
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.
| Date: December 23, 2025 | Xiao-I Corporation | ||
| By: | /s/ Hui Yuan | ||
| Name: | Hui Yuan | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.1
Xiao-I Corporation Announces Receipt of Nasdaq Listing Deficiency Notices
[SHANGHAI, China], December 23, 2025 — Xiao-I Corporation (NASDAQ: AIXI) (the “Company”) today announced that it has received two written notifications from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with certain continued listing requirements for The Nasdaq Global Market.
Minimum Bid Price Deficiency
On December 16, 2025, the Company received a notice from Nasdaq stating that the Company does not currently satisfy the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1), which requires a minimum closing bid price of $1.00 per share.
The notice was based on the Company’s American Depositary Shares having a closing bid price below $1.00 per share for 30 consecutive business days from November 3, 2025 through December 15, 2025. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a 180-calendar-day compliance period, expiring on June 16, 2026, to regain compliance. If at any time during this period the closing bid price of the Company’s securities is at least $1.00 per share for a minimum of ten consecutive business days, Nasdaq will provide written confirmation that the Company has regained compliance.
Market Value of Publicly Held Shares Deficiency
On December 17, 2025, the Company received a second notice from Nasdaq stating that the Company does not currently satisfy the minimum Market Value of Publicly Held Shares (“MVPHS”) requirement set forth in Nasdaq Listing Rule 5450(b)(3)(C), which requires MVPHS of at least $15.0 million.
Nasdaq determined that, based on the Company’s MVPHS for 30 consecutive business days from November 4, 2025 through December 16, 2025, the Company no longer met this requirement. In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a 180-calendar-day compliance period, expiring on June 15, 2026, to regain compliance. If during this period the Company’s MVPHS closes at $15.0 million or more for a minimum of ten consecutive business days, Nasdaq will confirm that the Company has regained compliance.
Status and Next Steps
The Nasdaq notices have no immediate effect on the listing or trading of the Company’s American Depositary Shares on The Nasdaq Global Market. The Company intends to assess its current compliance status and develop and evaluate potential plans to regain compliance with the applicable Nasdaq listing requirements within the prescribed compliance periods. While there can be no assurance that the Company will be able to regain compliance with either listing requirement or that Nasdaq will grant any additional compliance periods, the Company believes it has a range of potential options available and remains committed to working diligently toward regaining compliance.