ELWS Earlyworks Co Ltd

 

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 June 2024

 

Commission File Number: 001-41752

 

Earlyworks Co., Ltd.

 

5-7-11, Ueno, Taito-ku

Tokyo, Japan 110-0005

(Address of principal executive office)

 

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 ☐

 

 

 

Earlyworks Co., Ltd. Regains Compliance with Nasdaq Minimum Bid Price Requirement

 

On June 17, 2024, Earlyworks Co., Ltd. (the “Company”) announced that it has received a written notification (the “Notification Letter”) from the Nasdaq Stock Market, LLC (“Nasdaq”) informing the Company that it has regained compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

 

The Notification Letter confirmed that the Company’s ADSs on Nasdaq had traded above $1.00 per ADS for 20 consecutive business days from May 16, 2024 to June 14, 2024 and that the Company has regained compliance with the Minimum Bid Price Requirement.

 

Further information is set out in the press release attached hereto as Exhibit 99.1 which is incorporated by reference herein.

 

Forward-Looking Statements

 

This Form 6-K contains forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may,” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the United States Securities and Exchange Commission.

 

 

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.

 

	Earlyworks Co., Ltd.
Date:  June 17, 2024	By:	/s/ Satoshi Kobayashi
	Name:	Satoshi Kobayashi
	Title:	Chief Executive Officer and Representative Director (Principal Executive Officer)

 

 

2

Exhibit 99.1

 

Earlyworks Co., Ltd. Regains Compliance with Nasdaq Minimum Bid Price Requirement

 

Tokyo, Japan, June 17, 2024 (GLOBE NEWSWIRE) – Earlyworks Co., Ltd. (NASDAQ: ELWS) (the “Company” or “Earlyworks”), a Japanese company operating its proprietary private blockchain technology, Grid Ledgers System (“GLS”), received a written notification (the “Notification Letter”) from the Nasdaq Stock Market, LLC (“Nasdaq”) informing the Company that it has regained compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

 

The Notification Letter confirmed that the Company’s ADSs on Nasdaq had traded above $1.00 per ADS for 20 consecutive business days from May 16, 2024 to June 14, 2024 and that the Company has regained compliance with the Minimum Bid Price Requirement.

 

Nasdaq’s Determination to Continue the Listing of the Company’s ADSs

 

As previously disclosed in the Company’s press release dated May 13, 2024, the Company received a staff determination letter from Nasdaq, on May 1, 2024, notifying the Company that, due to the Company’s failure to regain compliance with the Minimum Bid Price Requirement, Nasdaq had determined (the “Determination”) that the Company’s securities will be scheduled for delisting from Nasdaq unless the Company requests an appeal of the Determination to a Hearings Panel (the “Panel”). On May 7, 2024, the Company appealed the Determination and requested a hearing before the Panel. On May 7, 2024, the Company was notified that the hearing before the Panel had been scheduled on June 18, 2024. On May 13, 2024, the Company requested for participation in the expedited review process and submitted a bid price compliance plan to the Panel. On May 25, 2024, the Company received the Panel’s decision that the Company was granted an exception until May 31, 2024, to demonstrate compliance with the Minimum Bid Price Requirement. The Company has now regained compliance with the Minimum Bid Price Requirement and received the notification letter from Nasdaq, confirming that the Panel has determined to continue the listing of the Company’s ADSs on Nasdaq.

 

About Earlyworks Co., Ltd.

 

Earlyworks Co., Ltd. is a Japanese company operating its proprietary private blockchain technology, GLS, to leverage blockchain technology in various applications in a wide range of industries. GLS is a hybrid blockchain that combines the technical advantages of blockchain and database technology. GLS features high-speed processing, which can reach 0.016 seconds per transaction, tamper-resistance, security, zero server downtime, and versatile applications. The applicability of GLS is verified in multiple domains, including real estate, advertisement, telecommunications, metaverse, and financial services. The Company’s mission is to keep updating GLS and make it an infrastructure in the coming Web3/metaverse-like data society.

 

For more information, please visit the Company’s website: https://ir.e-arly.works/.

 

For inquiries about this release, please contact:

 

Earlyworks Co., Ltd.

Contact E-MAIL: ew-ir@e-arly.works

 

Forward-Looking Statements

 

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may,” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the U.S. Securities and Exchange Commission.

 

 

 

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