Form 6-K CLPS Inc For: May 29
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 May 2026
Commission File Number: 001-38505
CLPS Incorporation
c/o Unit 1000, 10th Floor, Millennium City III
370 Kwun Tong Road, Kwun Tong, Kowloon
Hong Kong SAR
Tel: (852) 37073600
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On May 27, 2026, CLPS Incorporation (the “Company”) received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company for the period from April 14, 2026 to May 26, 2026, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5450(a)(1), to maintain a minimum bid price of $1 per share. The Nasdaq notification letter does not result in the immediate delisting of the Company’s common shares, and the shares will continue to trade uninterrupted under the symbol “CLPS.”
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until November 23, 2026 (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 share of the Company’s common shares is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.
In the event the Company does not regain compliance by November 23, 2026, the Company may be eligible for an additional one hundred eighty (180) calendar day grace period. To qualify, the Company must submit, no later than the expiration date, an on-line transfer application and submit a non-refundable $5,000 application fee to Nasdaq. The Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Global Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary.
On May 29, 2025, the Company issued a press release discussing the receipt of the deficiency letter, which is filed as exhibit 99.1 to this Form 6-K.
1
EXHIBIT INDEX
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release – CLPS Incorporation Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency |
2
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.
| CLPS Incorporation | ||
| By: | /s/ Raymond Ming Hui Lin | |
| Name: | Raymond Ming Hui Lin | |
| Title: | Chief Executive Officer | |
Date: May 29, 2026
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ATTACHMENTS / EXHIBITS
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