UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~September 213, 2024

Adamas One Corp.

(Exact name of registrant as specified in its charter)

Nevada		001-41560		83-1833607
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

17767 N. Perimeter Dr., Ste. B115

Scottsdale, AZ 85255

(Address of principal executive offices)

(480) 356-8798

(Registrant’s telephone number, including area code)

_________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		JEWL		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD.

As previously disclosed, ~~Adamas~~on August 21, 2024, Adamas One Corp. (the “Company”) ~~had~~ received a ~~hearing~~letter ~~scheduled~~from ~~for~~the ~~May~~Listing ~~30,~~Qualifications ~~2024~~Department ~~before~~of athe Nasdaq ~~Hearings~~Stock ~~Panel~~Market (~~the~~ “~~Panel~~Nasdaq”) notifying ~~regarding~~the ~~its~~Company ~~plan~~that, toper ~~regain compliance with: (1)~~ Nasdaq Listing Rule ~~5550~~5250(ac)(21) (the “~~Minimum~~Filings ~~Bid Price~~ Rule”);, ~~(2)~~the ~~Nasdaq~~Company ~~Listing~~was ~~Rule~~delinquent ~~5250(f)~~in ~~(the “Fees~~filing ~~Rule”);~~its ~~and~~Quarterly ~~(3)~~Report ~~Nasdaq~~on ~~Listing~~Form ~~Rule~~10-Q ~~5250(c)(1)~~for (the ~~“Filings~~period ~~Rule”).~~ended On June 0730, 2024, ~~the~~which ~~Company~~served ~~received~~as aan ~~decision letter~~additional ~~from~~basis ~~the~~for ~~Panel~~delisting of the ~~Nasdaq Stock Market (“Nasdaq”). The Panel granted the~~ Company’s ~~request for continued listing~~ onsecurities ~~The~~from Nasdaq ~~Capital~~(previous ~~Market,~~delinquency ~~subject~~and todelisting ~~the~~letters ~~following:~~from ~~1) on or before July 29, 2024,~~ the ~~Company~~Listing ~~shall~~Qualifications ~~cure~~Department ~~its filing delinquencies~~ and ~~demonstrate~~a ~~compliance~~decision ~~with~~letter from the ~~Filings~~Nasdaq ~~Rule;~~Hearings ~~and~~Panel 2)that onheard ~~or before August 30, 2024,~~ the Company’s ~~shall~~appeal ~~have~~on ~~demonstrated~~May ~~compliance with~~30th (the ~~Minimum~~“Panel”) ~~Bid~~were ~~Price~~disclosed ~~Rule,~~in byCurrent Reports ~~evidencing~~on aForm ~~closing~~8-K ~~bid~~the ~~price~~Company ofpreviously ~~$1 or more per share for a minimum of ten consecutive trading sessions~~filed).

On ~~August~~September 213, 2024, the Company received a letter from the ~~Listing~~Panel ~~Qualifications~~that, ~~Department~~due to the Company not curing its previous 10-K and 10-Q filing delinquencies until after the expiration of the August ~~Nasdaq~~20th ~~notifying~~deadline (a deadline extended from July 29th by the Panel at the Company’s ~~that~~request) and, ~~per~~as of September 3rd, the Company not demonstrating compliance with the Filings Rule (with the June 30th 10-Q not having been filed prior to September 3rd), the Panel had determined it would delist the Company’s iscommon ~~delinquent~~stock from Nasdaq. Trading in the common ~~filing~~stock ~~its~~was ~~Quarterly~~suspended ~~Report~~at the open of trading on ~~Form~~September ~~10-Q~~5th. ~~for~~The Company’s common stock is currently quoted on the ~~period~~OTC ~~ended~~Pink ~~June~~Limited Information ~~30,~~marketplace ~~2024,~~maintained ~~which~~by ~~serves~~OTC asMarkets anGroup, ~~additional~~Inc. Nasdaq ~~basis~~will ~~for~~complete the delisting by filing a Form 25 Notification of Delisting with the Securities and Exchange Commission after applicable appeal periods have lapsed. The Company’s does not plan ~~securities~~to ~~from~~appeal ~~Nasdaq~~the Panel’s decision.

The Company intends to present a plan to regain compliance with the Filings Rule and request the continued listing of its common shares on Nasdaq pending such compliance. However, there can be no assurance that the Panel will grant the Company’s request or that the Company will ultimately regain compliance with all applicable requirements for continued listing on Nasdaq.SIGNATURES

~~The~~Pursuant ~~Company~~to ~~issued~~the arequirements ~~press~~of ~~release regarding~~ the ~~August~~Securities Exchange 21Act of 1934, ~~2024~~the ~~letter~~Registrant ~~which~~has isduly ~~attached~~caused ~~hereto~~this asreport ~~Exhibit~~to 99be signed on its behalf by the undersigned hereunto duly authorized.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

	ADAMAS ONE CORP.

Dated: September 9, 2024	By:	/s/ John G. Grdina
	Name: Title:	John G. Grdina President and Chief Executive Officer

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		Press Release, dated August 27, 2024
104		Cover Page Interactive Data File (formatted as inline XBRL).

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 hereunto duly authorized.

	ADAMAS ONE CORP.
Dated: August 27, 2024	By:	/s/ John G. Grdina
	Name: Title:	John G. Grdina President and Chief Executive Officer

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