重大事件
外國發行人報告
6-K
2026-07-29
Nvni Group重新任命獨立董事 即時解決納斯達克審計委員會合規問題
AI 繁中摘要
Nuvini Group Limited(納斯達克:NVNI)今日提交6-K表格,披露兩項重要企業行動。
首先,公司宣佈重新任命 Marco Aurélio Leone Fernandes 為獨立非執行董事,由 2026 年 7 月 27 日起生效。Leone 先生曾擔任公司董事,現為董事會顧問,擁有超過 25 年巴西及拉丁美洲資訊科技行業經驗。他曾任 Micro Focus International 拉丁美洲副總裁兼總經理,主導該地區業務由初創至被 OpenText 收購的整個過程,亦曾負責整合 Borland、Attachmate Group 及 HP Software 等複雜項目。此前他在 CA Technologies 擔任巴西副總裁兼總經理。創辦人兼 CEO Pierre Schurmann 表示,Leone 熟悉公司內部運作及拉丁美洲軟件市場,其經驗對於現階段的整合及營運紀律至關重要。
其次,公司於 2026 年 7 月 28 日接獲納斯達克上市資格部門通知,指出公司審計委員會未能符合須由最少三名獨立董事組成的規定(Nasdaq Listing Rule 5605),並給予糾正期至 2025 年 11 月 18 日。隨着 Leone 先生獲任命為獨立董事,公司已重新符合相關規定,解決了合規問題。
是次任命強化了董事會的獨立性及行業專長,尤其在公司正專注於拉丁美洲 B2B 軟件收購及整合策略的關鍵階段。對於投資者而言,合規問題獲得即時解決,有助消除短期退市風險,而 Leone 的背景亦預示管理層將更着重營運效率及併購後整合。公司繼續定位為拉丁美洲及新興市場盈利 B2B 軟件公司的收購及營運平台。
展開英文正文
EX-99.1 2 ea029950401ex99-1.htm PRESS RELEASE OF NVNI GROUP LIMITED, DATED JULY 29, 2026 Exhibit 99.1 ~ Nuvini Strengthens Board Expertise with the Appointment of Marco Leone, Former Head of Micro Focus in Latin America ~ Nuvini Appoints Marco Leone to Its Board of Directors NEW YORK, July 28, 2026 (GLOBE NEWSWIRE) -- Nuvini Group Limited (Nasdaq: NVNI) (“Nuvini” or the “Company”), a leading acquirer and operator of profitable business-to-business (B2B) software companies across Latin America and emerging markets, today announced the re-appointment of Marco Aurélio Leone Fernandes to its Board of Directors as an independent director, effective July 27, 2026. Mr. Leone previously served as a director of the Company and currently serves as a Board Advisor, and by reason of his prior service, he possesses substantial knowledge of the Company, its subsidiaries and its business. Mr. Leone brings more than 25 years of experience in the information technology industry in Brazil and Latin America. He led the startup of Micro Focus International PLC in the region and managed the entire operation as Vice President and General Manager from May 2009 to October 2023, until its acquisition by OpenText, overseeing complex local integrations including Borland, the Attachmate Group and HP Software. Previously, he served as Vice President and General Manager in Brazil at CA Technologies from 1997 to 2007. Mr. Leone holds a B.A. and an M.B.A. from Fundação Getulio Vargas, with certifications from FGV, Wharton, London Business School, INSEAD and I.B.G.C., and is an active angel investor and advisory board member at various organizations. “Marco knows this business from the inside, and he knows the Latin American software market as well as anyone,” said Pierre Schurmann, Founder, Chairman and Chief Executive Officer of Nuvini. “Having him back at the Board table gives us experienced judgment on integration and operating discipline at exactly the point in our strategy where it matters most.” “I am glad to rejoin the Board and to contribute to the next stage of the Company’s growth and governance,” said Mr. Leone. On July 28, 2026, the Company received a letter from the Nasdaq Listing Qualification notifying the Company that it was not in compliance with Nasdaq Listing Rule 5605, which requires the Company’s audit committee to be composed of a minimum of three independent directors, and granted a cure period until November 18, 2025. With the election of Mr. Leone as an independent director, the Company has regained compliance with Nasdaq Listing Rule 5605. About Nuvini Nuvini Group Limited (Nasdaq: NVNI) is a leading acquirer and operator of profitable business-to-business (B2B) software companies across Latin America and emerging markets. Nuvini acquires and scales established, cash-generating software businesses, providing capital, operational support and access to the public capital markets. For more information, visit www.nuvini.ai. Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which may be identified by words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “will” and “should.” These statements are based on the Company’s current expectations and are subject to known and unknown risks and uncertainties that may cause actual results to differ materially, including those described in the Company’s filings with the U.S. Securities and Exchange Commission, available at www.sec.gov. Forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update them except as required by law. Investor Relations Contact Nuvini Group Limited | Investor Relations | [email protected]