Nasdaq warns BGM Group (NASDAQ: BGM) over sub-$1 minimum bid price

Rhea-AI Filing Summary

BGM Group Ltd reported that Nasdaq has notified the company it is out of compliance with the exchange’s Minimum Bid Price Requirement because its Class A ordinary shares closed below $1.00 for 30 consecutive business days.

The shares remain listed for now, and BGM has until October 21, 2026 to regain compliance by having a closing bid price of at least $1.00 for 10 consecutive business days. The company is monitoring its share price and considering options, including a potential reverse stock split, but there is no assurance it will regain or maintain compliance, and failure to do so could lead to delisting.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency: BGM Group’s Class A ordinary shares traded below $1.00 for 30 consecutive business days, triggering a Nasdaq notice and creating a defined risk of eventual delisting if compliance is not restored.

Insights

Equity markets and listing standards analyst

Nasdaq bid-price warning introduces real listing risk for BGM Group.

BGM Group Ltd has fallen below Nasdaq’s $1.00 minimum bid price for 30 straight business days, triggering a formal deficiency notice. The stock remains listed, but this flags sustained share-price weakness and starts a defined compliance clock.

The company has until October 21, 2026 to lift its closing bid price to at least $1.00 for 10 consecutive business days. Nasdaq may grant a further 180-day extension if other listing standards and market-value thresholds are met. Otherwise, the Class A ordinary shares face potential delisting from the Nasdaq Capital Market.

BGM is evaluating remedies, explicitly mentioning a possible reverse stock split to mechanically raise the share price. While this tool can restore technical compliance, it does not address underlying business performance; future disclosures will show whether the company relies on a split or organic price recovery.

Key Figures

Minimum bid price threshold: $1.00 per share Non-compliance period: 30 consecutive business days Initial compliance period: 180 calendar days +2 more

5 metrics

Minimum bid price threshold $1.00 per share Nasdaq Rule 5550(a)(2) requirement

Non-compliance period 30 consecutive business days Closing bid below $1.00

Initial compliance period 180 calendar days Until October 21, 2026 to regain compliance

Extended compliance window Additional 180 days Possible if other Nasdaq Capital Market standards are met

Required compliant trading streak 10 consecutive business days Bid price must be at least $1.00

Key Terms

Minimum Bid Price Requirement, Nasdaq Capital Market, reverse stock split, market value of publicly held shares

4 terms

Minimum Bid Price Requirement regulatory

"it is not in compliance with Nasdaq Rule 5550(a)(2) (the “Minimum Bid Price Requirement”)"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Nasdaq Capital Market regulatory

"initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

reverse stock split financial

"evaluating options to regain compliance with the Minimum Bid Price Requirement, including by effecting a reverse stock split"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

market value of publicly held shares financial

"provided that the Company meets the applicable market value of publicly held shares requirement for continued listing"

The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 April 2026

BGM Group Ltd

No. 152 Hongliang East 1st Street, No. 1703,

Tianfu New District, Chengdu, 610200

People’s Republic of China

+86-028-64775180

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

x Form 20-F  ¨ Form 40-F

NASDAQ Notification Regarding Minimum Bid Price Deficiency

On April 24, 2026, BGM Group Ltd. (the “Company”) received a deficiency letter (the “Letter”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC ( “Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), as the closing bid price for the Company’s Class A ordinary shares had been below $1.00 per share for the preceding 30 consecutive business days. The Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s Class A ordinary shares.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until October 21, 2026 (the “Compliance Period”), to regain compliance with the Minimum Bid Price Requirement. To regain compliance with the Minimum Bid Price Requirement, the closing bid price of the Company’s Class A ordinary shares must be at least $1.00 per share for a minimum of 10 consecutive business days at any time prior to the expiration of the Compliance Period. If the Company regains compliance with the Minimum Bid Price Requirement, Nasdaq will provide the Company with written confirmation and will close the matter.

If the Company does not regain compliance with the Minimum Bid Price Requirement during the Compliance Period, the Company may be eligible for an extension of an additional 180 calendar days, provided that the Company meets the applicable market value of publicly held shares requirement for continued listing and all other applicable initial listing standards for the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and provides written notice of its intention to cure the Minimum Bid Price Requirement deficiency during the extended compliance period.

If the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the Compliance Period (as may be extended), the Company’s Class A ordinary shares will be subject to delisting.

The Company is monitoring the closing bid price of its Class A ordinary shares and evaluating options to regain compliance with the Minimum Bid Price Requirement, including by effecting a reverse stock split, if necessary. However, there can be no assurance that the Company will be able to regain or maintain compliance with the Minimum Bid Price Requirement.

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.

	Global Engine Group Holding Limited
	By:	/s/ Chen Xin
	Name:	Chen Xin
	Title:	Co-Chief Executive Officer

Date: April 30, 2026

FAQ

What Nasdaq notice did BGM (BGM) receive about its share price?

BGM Group received a Nasdaq deficiency letter stating its Class A ordinary shares failed the Minimum Bid Price Requirement after closing below $1.00 for 30 consecutive business days, formally placing the stock out of compliance with listing standards.

How long does BGM have to regain Nasdaq bid price compliance?

BGM Group has 180 calendar days, until October 21, 2026, to restore compliance by achieving a closing bid price of at least $1.00 per share for 10 consecutive business days, as required under Nasdaq Listing Rule 5810(c)(3)(A).

Can BGM (BGM) get more time from Nasdaq to fix the bid price issue?

BGM Group may receive an additional 180-day extension if it meets market value of publicly held shares and all other initial Nasdaq Capital Market listing standards, except the bid price rule, and notifies Nasdaq of its intent to cure the deficiency during the extended period.

What happens if BGM does not meet the Nasdaq bid price rule?

If BGM Group fails to regain compliance with the Minimum Bid Price Requirement by the end of the allowed period, including any extension, its Class A ordinary shares will become subject to delisting from the Nasdaq Capital Market under the exchange’s rules.

What steps is BGM considering to regain Nasdaq compliance?

BGM Group is monitoring the closing bid price of its Class A ordinary shares and evaluating options to regain compliance, including possibly effecting a reverse stock split, though there is no assurance it will successfully restore or maintain compliance.