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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 2025
Commission file number: 001-42278
INNOVATION BEVERAGE GROUP LTD
(Translation of registrant’s name into English)
29 Anvil Road
Seven Hills, New South Wales, Australia, 2147
(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 ☐
As previously disclosed, on February 25, 2025, Innovation Beverage Group Ltd (the “Company”) received a letter from the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market LLC (the “Nasdaq”) indicating that the Company’s bid price for its ordinary shares had closed at less than $1.00 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5550(a)(2). In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until August 25, 2025, to regain compliance with Listing Rule 5550(a)(2).
On August 29, 2025, the Company received a Staff Delisting Determination Letter from Nasdaq stating that the Company had not regained compliance with Nasdaq Listing Rule 5550(a)(2) and is not eligible for a second 180 day compliance period, Specifically, the Company does not comply with the minimum stockholders’ equity initial listing requirement for The Nasdaq Capital Market. Accordingly, unless the Company requests an appeal of this determination by September 5, 2025, Nasdaq will determine that the Company’s securities will be scheduled for delisting from The Nasdaq Capital Market and will be suspended at the opening of business on September 9, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market. A copy of the Nasdaq Staff Determination Letter is furnished herewith as Exhibit 99.1.
The Company will request such a hearing before the Nasdaq Hearings Panel (the “Panel”), which will stay any suspension or delisting action pending completion of the hearing process and the expiration of any extension period that may be granted. During this process, the Company’s ordinary shares will continue to trade on Nasdaq under the symbol “IBG”. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will regain compliance with Nasdaq’s continued listing requirements within any compliance period that may be granted.
In connection with its plan to regain compliance, as required by the laws and regulations of Australia, the Company obtained shareholder approval at an Extraordinary General Meeting held on August 22, 2025, to consolidate the Company’s issued share capital on a five-for-one (5-for-1) basis (the “Reverse Stock Split”) and on August 28, 2025, the Board of Directors (the “Board”) approved the Reverse Stock Split. Any fractional entitlements resulting from the Reverse Stock Split will be rounded up to the nearest whole share. The Reverse Stock Split will become effective on a date to be determined by the Board.
The Company hereby furnishes the Notice of General Meeting and the Results of Meeting relating to the Extraordinary General Meeting of shareholders held on August 22, 2025, attached as Exhibits 99.2 and 99.3, respectively.
This Form 6-K constitutes the Company’s public announcement for purposes of Nasdaq Listing Rule 5250(b)(4).
EXHIBIT INDEX
| Exhibit Number | Description of Document | |
| 99.1 | Nasdaq Staff Determination Letter, dated August 29, 2025. | |
| 99.2 | Notice of General Meeting. | |
| 99.3 | Results of Meeting. |
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.
| Innovation Beverage Group Limited | |||
| Date: September 4, 2025 | By: | /s/ Sahil Beri | |
| Name: | Sahil Beri | ||
| Title: | Chief Executive Officer | ||
EXHIBIT 99.1
 |
 |
Sent via Electronic Delivery to: sahil@innovationbev.com; scarroll@SRFC.LAW
August 29, 2025
Mr. Sahil Beri
Chief Executive Officer
Innovation Beverage Group Limited
29 Anvil Road
Seven Hills, NSW, Australia, 2147
| Re: | Innovation Beverage Group Limited (the “Company”) – Staff Determination Nasdaq Symbol: IBG |
Dear Mr. Beri:
As you know, on February 25, 2025, Staff notified the Company that the bid price for its ordinary shares had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5550(a)(2) (the “Rule”). In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until August 25, 2025, to regain compliance with the Rule.
The Company has not regained compliance with the Rule and is not eligible for a second 180 day period. Specifically, the Company does not comply with the minimum stockholders’ equity initial listing requirement for The Nasdaq Capital Market.
Accordingly, unless the Company requests an appeal of this determination by September 5, 2025, as described in further detail below, we have determined that the Company’s securities will be scheduled for delisting from The Nasdaq Capital Market and will be suspended at the opening of business on September 9, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.
The Company may appeal Staff’s determination to a Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. Please use the link, “Hearing Requests & Process” on the attached chart for detailed information regarding the hearings process. If you would like additional information regarding the hearings process, please call the Hearings Department at +1 301 978 8203.
A hearing request will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision. Hearing requests should not contain arguments in support of the Company’s position. The Company may request either an oral hearing or a hearing based solely on written submissions.
Mr. Sahil Beri
August 29, 2025
Page 2
The fee for a hearing is $20,000.1 Please submit your non- refundable Hearing Request fee in accordance with the instructions provided on the attached “Fee Payment Form”. The request for a hearing and confirmation of payment should be submitted electronically through our Listing Center2 and must be received by the Hearings Department no later than 4:00 p.m. Eastern Time on September 5, 2025.3
The Company will be asked to provide a plan to regain compliance to the Panel. Accordingly, the Company may wish to consider presenting a plan that includes a discussion of the events that it believes will enable it to regain compliance in this time frame and a commitment to effect a reverse stock split, if necessary.4
Listing Rule 5835 prohibits communications relevant to the merits of a proceeding under the Listing Rule 5800 Series between the Company and the Hearings Department unless Staff is provided notice and an opportunity to participate. In that regard, Staff waived its right to participate in any oral communications between the Company and the Hearings Department. Should Staff determine to revoke such waiver, the Company will be immediately notified, and the requirements of Listing Rule 5835 will be strictly enforced.
Our Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules, or by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company does not meet, and a description of each specific basis and concern identified by Nasdaq in reaching the determination.5 The Company must also submit the announcement to Nasdaq’s MarketWatch Department.6 If the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement to Nasdaq’s MarketWatch Department at least ten minutes prior its public release. If the public announcement is made outside of these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern Time. Please note that if you do not make the required announcement trading in your securities will be halted.7
1 Nasdaq is not responsible for costs associated with the wire transfer of hearing fees. Please be sure to include a sufficient amount to cover any applicable bank fees.
2 To utilize our electronic form process, please create a user account, if you have not already done so. Once you create a user account, you can begin completing the Hearing Request Form. At any time, you may save your work and complete it at a later time. Upon submission, you will receive a confirmation email. Please note that prior to starting you will need the following company information: current trading symbol, Central Index Key (CIK) code or CUSIP.
3 Listing Rule 5815(a)(3). Within seven calendar days of the date of the Staff Delisting Determination, Public Reprimand Letter, or written denial of an initial listing application, the Company must submit a non-refundable hearing fee of $20,000. No payment will be credited and applied towards the hearings fee unless the issuer has previously paid all applicable fees due to the Exchange.
4 Panels do not typically consider a plan that relies on the market reaction to news as a definitive plan.
5 Listing Rule 5810(b). See FAQ #428 available on the Nasdaq Listing Center.
6 The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure submission system available at nasdaq.net/ED/IssuerEntry.
7 Listing IM-5810-1.
Mr. Sahil Beri
August 29, 2025
Page 3
| If you have any questions, please contact me at +1 301 978 1450. | |
| Sincerely, | |
 |
|
| H. Jay Miller | |
| Director | |
| Nasdaq Listing Qualifications | |
| Enclosures |
The Nasdaq Capital Market
Initial Listing Requirements
This table identifies the minimum standards for initial
listing on The Nasdaq Capital Market.
Each incidence of non-compliance by the Company is denoted with an “X”.
COMPANY SYMBOL: IBG
|
Requirements |
Equity Standard |
Market Value |
Net Income Standard |
|||||
|
Stockholders’ equity |
$5 million | X | $4 million | X | $4 million | X | ||
| Market value of listed securities |
N/A | $50 million | X | N/A | ||||
| Net income from continuing operations (in the latest fiscal year or in two of the last three fiscal years) |
N/A |
N/A |
$750,000 |
X |
||||
| Publicly held shares |
1 million | 1 million | 1 million | |||||
| Market value of publicly held shares |
$15 million | NA | $15 million | NA | $5 million | NA | ||
| Bid price | $4 | NA | $4 | NA | $4 | NA | ||
| Public holders | 300 | 300 | 300 | |||||
| Market makers | 3 | 3 | 3 | |||||
| Corporate governance | Yes | Yes | Yes |
NASDAQ ONLINE RESOURCES
All of our listing information and forms are available electronically on the Listing Center. In addition to facilitating electronic submission of forms, you can also use the Listing Center to access Nasdaq’s Reference Library containing hundreds of frequently asked questions and Governance Clearinghouse containing the latest updates on corporate governance and listing standards.
To help you navigate the deficiency process, we have provided links to some of our most viewed resource materials.
| ● | Board Composition and Committee Requirements |
| ● | Governance Clearinghouse |
| ● | Hearings Process |
| ● | How to Transfer to Nasdaq Capital Market |
| ● | Information about Application of Shareholder Approval Rules |
| ● | Initial Listing Process |
| ● | Listing Fees |
| ● | Listing of Additional Shares Process |
| ● | MarketWatch Electronic Disclosure Submissions |
| ● | Nasdaq Listing Rules |
| ● | Reference Library: Frequently Asked Questions, Staff Interpretations and Listing Council Decisions |
Fee Payment Form
Please follow the wire payment instructions here and take note of the information below.
| o | New Company Application and Entry: The application fee is $25,000 for the Global or Global Select Market, $5,000 for the Capital Market, and $1,000 for companies applying to list Closed End Funds, Exchange Traded Funds, Index Fund Shares or other structured products. The remainder of the entry fee is due prior to the first day of trading. Nasdaq will credit all application fees paid by the Company in connection with an application that has not been closed towards the Entry Fee payable upon listing. |
| o | Application Renewal Fee: If a Company does not list within 12 months of submitting its application, it will be assessed an additional non-refundable $5,000 application fee each 12 months thereafter to keep its application open. |
| o | Hearing Request: The fee in connection with a hearing request is $20,000. |
| o | Appeal Request: The fee in connection with an appeal of a Hearing Panel decision to the NASDAQ Listing and Hearing Review Council is $15,000. |
| o | Transfer Application: The fee for companies transferring from the Global or Global Select Market to the Capital Market is $5,000. |
EXHIBIT 99.2
EXHIBIT 99.3
