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 July 2024
Commission
File Number 001-41631
Xiao-I
Corporation
(Translation
of registrant’s name into English)
5/F,
Building 2, No. 2570
Hechuan
Road, Minhang District
Shanghai,
China 201101
(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 ☐
INCORPORATION
BY REFERENCE
The
Form 6-K and the exhibit to the Form 6-K, including any amendment and report filed for the purpose of updating such document, are
incorporated by reference into the registration statements on Form S-8 (SEC File No. 333-275743) and Form F-3 of Xiao-I Corporation
(the “Company”), as amended (SEC File No. 333-279306) (including any prospectuses forming part of such registration
statement), and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents
or reports subsequently filed or furnished.
EXHIBIT
INDEX
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: July 15, 2024 |
Xiao-I Corporation |
|
|
|
By: |
/s/
Hui Yuan |
|
|
Name: |
Hui Yuan |
|
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Xiao-I
Corporation Receives Nasdaq Non-Compliance Notification for Minimum Bid Price Requirement
SHANGHAI,
July 11, 2024 -- Xiao-I Corporation (“Xiao-I” or the “Company”) (NASDAQ: AIXI), a leading artificial intelligence
company, today announced that it received a notification letter dated July 11, 2024 (the “Deficiency Letter”) from the
Listing Qualifications Department of The Nasdaq Stock Market Inc. (“Nasdaq”), indicating that the Company is no longer in compliance
with the minimum bid price requirement as set forth in Nasdaq Listing Rule 5450(a)(1) as the Company’s closing bid price per American
depositary share (“ADS”), each representing one-third of an ordinary share, par value US$0.00005 per share, of the Company,
has been below $1.00 for a period of 30 consecutive business days. The Deficiency Letter does not result in the immediate delisting of
the Company’s securities.
Pursuant to Rule 5810(c)(3)(A) of the Nasdaq Listing
Rules, the Company has a compliance period of 180 calendar days, or until January 7, 2025, (the “Compliance Period”), to regain
compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per ADS is
at least US$1.00 for a minimum of ten consecutive business days, Nasdaq will provide the Company a written confirmation of compliance
and the matter will be closed.
In the event that the Company does not regain
compliance by January 7, 2025, subject to the determination by the staff of Nasdaq, it may be eligible for an additional 180 calendar
days compliance period if it meets the continued listing requirements for market value of publicly held shares and all other initial listing
standards, with the exception of bid price requirement, of the Nasdaq Capital Market, and provides written notice to Nasdaq of its intention
to cure the deficiency.
The Company intends to monitor the closing bid
price of its ADSs between now and January 7, 2025, and is considering its options, including an adjustment of its ADS-to-ordinary share
ratio, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules. The Company is currently in compliance
with all other Nasdaq continued listing standards. The Deficiency Letter does not affect the Company’s business operations, its U.S. Securities
and Exchange Commission reporting requirements or contractual obligations.
For more information, please contact ir@xiaoi.com.
About
Xiao-I Corporation
Xiao-I
Corporation is a leading cognitive intelligence enterprise in China that offers a diverse range of business solutions and services in
artificial intelligence, covering natural language processing, voice and image recognition, machine learning, and affective computing.
Since its inception in 2001, the Company has developed an extensive portfolio of cognitive intelligence technologies that are highly suitable
and have been applied to a wide variety of business cases. Xiao-I powers its cognitive intelligence products and services with its cutting-edge,
proprietary AI technologies to enable and promote industrial digitization, intelligent upgrading, and transformation. For more information,
please visit: www.xiaoi.com.
Forward-Looking
Statements
This
press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions
and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,”
“intend,” “should,” “believe,” “expect,” “anticipate,” “project,”
“estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results
to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject
to uncertainties and risks including, but not limited to, the following: the Company’s ability to achieve its goals and strategies,
the Company’s future business development and plans for future business development, including its financial conditions and results
of operations, product and service demand and acceptance, reputation and brand, the impact of competition and pricing, changes in technology,
government regulations, fluctuations in general economic and business conditions in China, and assumptions underlying or related to any
of the foregoing and other risks contained in reports filed by the Company with the U.S. Securities and Exchange Commission (“SEC”).
For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press
release. Additional factors are discussed in the Company’s filings with the SEC, including under the section entitled “Risk
Factors” in its annual report on Form 20-F filed with the SEC on April 30, 2024, as well as its current reports on Form 6-K and
other filings, all of which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
For
investor and media inquiries, please contact:
Ms. Berry
Xia
Email:
ir@xiaoi.com
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