6-K

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 November 2023

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 November 6, 2023, 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 May 6, 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. 

Share Repurchase Program

On November 8, 2023, the Board of Directors of the Company approved a share repurchase program pursuant to which the Company may purchase up to $10 million of its outstanding Common Shares, effective immediately.

Share repurchases under the program may be made in the open market, in privately negotiated transactions or by other means, including through trading plans intended to qualify under Rule 10b5-1 of the Securities and Exchange Act of 1934 and accelerated share repurchase agreements, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market and business conditions, and prevailing stock prices among other factors. Open market repurchases will be structured to occur in accordance with applicable federal securities laws.

The share repurchase program will be effective for two years, beginning on November 9, 2023 and ending on November 8, 2025. The share repurchase program does not obligate the Company to repurchase any particular amount of Common Shares and may be modified, suspended or terminated at any time.

The Company expects to fund repurchases with a combination of existing cash and cash equivalents and cash flows from operations.

On November 13, 2023, the Company issued a press release discussing the receipt of the deficiency letter and announcing the share repurchase program. A copy of the press release is attached hereto as Exhibit 99.1 to this Form 6-K.

2 

INDEX TO EXHIBITS

Exhibit Number	Exhibit Title
99.1	Press Release dated November 13, 2023

3 

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.

	Newegg Commerce, Inc.
November 13, 2023	By:	/s/ Robert Chang
		Robert Chang
		Chief Financial Officer

4 

EX-99.1

Exhibit 99.1

Newegg Receives Nasdaq Notification Regarding Minimum Bid Requirements, Simultaneously Announces Inaugural $10 Million Share Repurchase Program

CITY OF INDUSTRY, Calif., November 13, 2023 – On November 6, 2023, 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 May 6, 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 May 6, 2024, the Company may be eligible for an additional 180-calendar-day grace period.

The Company today also announced that its board of directors approved a new share repurchase program to purchase up to $10.0 million of its outstanding common shares, effective immediately.

Repurchases under the program may be made in the open market, in privately negotiated transactions or by other means, including through trading plans intended to qualify under Rule 10b5-1 of the Securities and Exchange Act of 1934 and accelerated share repurchase agreements, with the amount and timing of repurchases to be determined at Newegg’s discretion, depending on market and business conditions, and prevailing stock prices among other factors. Open market repurchases will be structured to occur in accordance with applicable federal securities laws. The share repurchase program will be effective for two years, beginning on November 9, 2023 and ending on November 8, 2025. This program does not obligate Newegg to repurchase any particular amount of common shares, and may be modified, suspended or terminated at any time.

Newegg expects to fund repurchases with a combination of existing cash and cash equivalents and cash flows from operations. As of June 30, 2023, Newegg had cash and cash equivalents of $51.8 million.

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.

1

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, its eligibility for an additional grace period or the Company’s share repurchase activity and sources of funding. 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, 2022. 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

2