Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency

Rhea-AI Summary

Primega Group Holdings (NASDAQ: PGHL) has received a notification from Nasdaq on March 12, 2025, regarding non-compliance with the minimum bid price requirement. The company's stock failed to maintain the required $1 per share minimum bid price between January 28 and March 11, 2025.

PGHL has been granted a 180-day compliance period until September 8, 2025 to regain compliance. If unsuccessful, the company may be eligible for an additional 180-day period, provided it meets other Nasdaq Capital Market listing requirements and demonstrates intention to cure the deficiency, potentially through a reverse stock split.

PGHL operates in Hong Kong's construction industry, providing soil and rock transportation services, diesel oil trading, and construction works including excavation and lateral support works. The company primarily serves as a subcontractor to other construction contractors in Hong Kong.

Positive

• Granted 180-day compliance period to address listing deficiency
• Possibility of additional 180-day extension if initial deadline is not met

Negative

• Stock price fallen below Nasdaq's minimum requirement of $1 per share
• Risk of potential delisting from Nasdaq if compliance is not achieved
• May need to implement reverse stock split, which could impact share structure

Insights

Primega Group Holdings (NASDAQ: PGHL) has received a Nasdaq notification regarding minimum bid price deficiency, signaling a significant regulatory challenge that introduces material uncertainty for investors. The company's shares have traded below the required $1 threshold from January 28 to March 11, triggering a compliance deadline of September 8, 2025.

The implications are substantial for this $16 million market cap construction materials transportation company. With shares currently at $0.6257, PGHL needs to engineer a 60% price increase to regain compliance. While the company has remediation options, the most likely path forward appears to be a reverse stock split, which would mechanically adjust the share price upward without changing fundamental value.

This development indicates deeper concerns about market perception and liquidity. Nasdaq-listed companies benefit from increased visibility, easier access to capital markets, and greater trading liquidity. Should PGHL fail to regain compliance, potential consequences include:

• Demotion to OTC markets with substantially reduced trading volume
• Institutional investor exodus due to investment mandate restrictions
• Reduced access to growth capital
• Diminished shareholder confidence

While the company has stated its intention to address the deficiency, the absence of a specific remediation strategy raises questions about management's action plan. The 180-day compliance window provides adequate time for implementation of solutions, but the underlying issue of sustained price weakness signals fundamental market concerns about PGHL's business prospects.

HONG KONG, March 14, 2025 (GLOBE NEWSWIRE) -- Primega Group Holdings Limited (Nasdaq: PGHL) (the “Company”) announced that, on March 12, 2025, the Company received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company for the period from January 28, 2025 to March 11, 2025, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share.

The notification has no immediate effect on the listing of the Company’s ordinary shares. Nasdaq has provided the Company with a 180 calendar days compliance period, or until September 8, 2025, in which to regain compliance with Nasdaq continued listing requirement. In the event that the Company does not regain compliance in the compliance period, the Company may be eligible for an additional 180 calendar days, should the Company meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and is able to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.

The Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirement. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing requirement.

Forward-Looking Statements

Certain statements in this press release 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 in this press release. 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 filings with the SEC.

About Primega Group Holdings Limited

Primega Group Holdings Limited is a provider of transportation services that employs environmentally friendly practices with the aim of facilitating reuse of construction and demolition materials and reduction of construction waste. Through an operating subsidiary in Hong Kong, the Company operates in the construction industry, mainly handling transportation of materials excavated from construction sites. The services principally comprise of (i) soil and rock transportation services; (ii) diesel oil trading; and (iii) construction works, which mainly include excavation and lateral support works and bored piling. The Company generally provides its services as a subcontractor to other construction contractors in Hong Kong.

For investor and media inquiries, please contact:

Company Info
Primega Group Holdings Limited
Man Siu Ming, Director and Chairman of the Board
msm@primegagroup.com
+852 3997 3682

Investor Relationship
HBK Strategy Limited
Katy Chan, Director
ir@hbkstrategy.com
+852 2498 3681

FAQ

What is the deadline for PGHL to meet Nasdaq's minimum bid price requirement?

PGHL has until September 8, 2025 to regain compliance with the $1 minimum bid price requirement.

What happens if PGHL fails to meet the minimum bid price requirement by September 2025?

PGHL may receive an additional 180-day compliance period if it meets other Nasdaq Capital Market listing requirements and shows intention to cure the deficiency.

What options does PGHL have to regain Nasdaq compliance?

PGHL can implement various measures, including a potential reverse stock split, to raise its stock price above $1.

What triggered Nasdaq's notification to PGHL?

PGHL's closing bid price fell below $1 per share for the period from January 28, 2025 to March 11, 2025.