UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 2024
Commission File Number: 001-34661
Newegg Commerce, Inc.
(Translation of registrant’s name in English)
17560 Rowland Street, City of Industry, CA
91748
(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 ☐
Nasdaq Minimum Bid Price Deficiency Letter
On May 8, 2024, Newegg Commerce, Inc. (the “Company”)
received a letter from the Listing Qualifications Department of the Nasdaq Capital Market (“Nasdaq”) notifying the Company
that, for the preceding 30 consecutive business days, the closing bid price for the Company’s common shares (the “Common Shares”),
was below the minimum $1.00 per share requirement for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid
Price Requirement”).
The receipt of the letter has no immediate effect
on the Company’s Nasdaq listing and does not affect the Company’s reporting requirements with the Securities and Exchange
Commission. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days,
or until November 4, 2024 (the “Compliance Date”), to regain compliance with the Bid Price Requirement. To regain compliance,
the bid price of the Common Shares must close at or above $1.00 per share for a minimum of 10 consecutive business days. In the event
the Company does not regain compliance with the Bid Requirement by the Compliance Date, the Company may be eligible for an additional
period of 180 calendar days to regain compliance. Otherwise, the Common Shares are subject to delisting from Nasdaq.
The Company intends to monitor the closing bid
price of the Common Shares and may, if appropriate, consider available options to regain compliance with the Bid Price Requirement.
On May 10, 2024, the Company issued a press release
discussing the receipt of the deficiency letter. A copy of the press release is attached hereto as Exhibit 99.1 to this Form 6-K.
INDEX TO EXHIBITS
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.
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Newegg Commerce, Inc. |
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May 10, 2024 |
By: |
/s/ Robert Chang |
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Robert Chang |
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Chief Financial Officer |
Exhibit 99.1
Newegg Receives Nasdaq Notification Regarding
Minimum Bid Requirements
CITY OF INDUSTRY, Calif., May 10, 2024 –
On May 8, 2024, Newegg Commerce, Inc. (NASDAQ: NEGG) (the “Company” or “Newegg”) received a letter from the
Listing Qualifications Department of The Nasdaq Capital Market (“Nasdaq”) notifying the Company that it is currently not in
compliance with the minimum bid price requirement set forth under Nasdaq Listing Rule 5550(a)(2), because the closing bid price of the
Company’s common shares was below the minimum of $1.00 per share for a period of 30 consecutive business days. This press release
is issued pursuant to Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification. The notification
has no immediate effect on the listing of the Company’s common shares, which will continue to trade uninterrupted on Nasdaq under
the ticker “NEGG.”
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),
the Company has a compliance period of 180 calendar days, or until November 4, 2024 (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 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
with the minimum bid price requirement by November 4, 2024, the Company may be eligible for an additional 180-calendar-day grace period.
About Newegg
Newegg
Commerce, Inc., founded in 2001 and based in the City of Industry, California, is a leading global online retailer for PC hardware, consumer
electronics, gaming peripherals, home appliances, automotive and lifestyle technology. Newegg also serves businesses’ e-commerce
needs with marketing, supply chain, and technical solutions in a single platform. For more information, please visit Newegg.com.
Follow Newegg on X (formerly Twitter), TikTok, Instagram, Facebook,
YouTube, Twitch and Discord.
Cautionary Statement Concerning Forward-Looking Statements
This news
release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinion,
belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including “will,”
“may,” “expects,” “projects,” “anticipates,” “plans,” “believes,”
“estimate,” “should,” and certain other statements about the future may be deemed forward-looking statements,
including those regarding compliance with the minimum bid price requirement, the Company’s continued listing on Nasdaq or its eligibility
for an additional grace period. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable
at the time given, these statements involve risks and uncertainties that may cause actual future outcomes or results to be materially
different from those suggested or described in this news release. These risks and uncertainties include those arising from the
potential delisting of the Company’s common shares from Nasdaq, changes in global economic and geopolitical conditions, fluctuations
in customer demand and spending, inflation, interest rates, global supply chain constraints and the other factors set forth under “Risk
Factors” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023. Investors
are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ
materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The Company takes
no obligation to update or correct its own forward-looking statements, except as required by law. The Company’s SEC filings are
available at http://www.sec.gov.
Contact
Newegg Commerce, Inc.:
Investor Relations
ir@newegg.com
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