AGM Group Receives Notification from Nasdaq Regarding Delayed Filing of Form 20-F

AGM Group (NASDAQ:AGMH) received a Nasdaq notification on May 18, 2026 for not timely filing its 2025 Form 20-F with the SEC, triggering non-compliance with Listing Rule 5250(c)(1).

Rhea-AI Summary

AGM Group (NASDAQ:AGMH) received a Nasdaq notification on May 18, 2026 for not timely filing its 2025 Form 20-F with the SEC, triggering non-compliance with Listing Rule 5250(c)(1).

The notice has no immediate effect on listing; AGMH has up to 60 days to submit a compliance plan.

Positive

• Nasdaq notice has no immediate impact on AGMH share listing or trading
• Company may receive up to 180 days, until November 11, 2026, to regain compliance
• AGMH is working to complete and file the 2025 Form 20-F promptly

Negative

• AGMH is currently non-compliant with Nasdaq Listing Rule 5250(c)(1)
• Annual report on Form 20-F for 2025 was not filed by the deadline
• Failure to regain compliance could ultimately risk Nasdaq listing status

Argus May 27 session

-6.20% close to close Open Argus

Details

News Market Reaction – AGMH

On May 27, the first trading day after this news, AGMH closed 6.20% below the previous close.

Data tracked by StockTitan Argus for the May 27 session.

Key Figures

Shelf registration size: US$60,000,000 Resale registration shares: 25,000,000 Class A Ordinary Shares Equity line capacity: US$25 million +5 more

Shelf registration size

US$60,000,000

Form F-3 shelf filed 2026-01-21

Resale registration shares

25,000,000 Class A Ordinary Shares

F-1 resale by L1 Capital

Equity line capacity

US$25 million

Equity line of credit facility

Warrant shares

608,777 shares

Five-year warrant under equity line deal

Warrant exercise price

$2.4639 per share

Five-year warrant terms

Equity line term

24-month

Duration of equity line of credit

CEO Class B holdings

1,200,000 Class B Ordinary Shares

Form 3 filed 2026-03-18

CEO voting power

74.75% of total voting power

Dual-class share structure

Historical Context

5 past events · Latest: Feb 18

5 events

1. Feb 18

   AI/Web3 strategy update

   24h Move

   +2.8%

   Announced RWA tokenization MOU and Kraken AI server mass production plans.

2. Feb 13

   AI partnership LOI

   24h Move

   +0.7%

   Signed LOI with MusicDog.ai to build vertically integrated AI ecosystem.

3. Feb 5

   AI supply-chain upgrade

   24h Move

   -12.8%

   Launched program to secure top-tier NAND and accelerate AI storage R&D.

4. Feb 3

   Strategic financing

   24h Move

   -4.8%

   Completed up-to US$25M equity line and convertible notes for AI R&D.

5. Jan 23

   Equity line facility

   24h Move

   -15.4%

   Closed US$25M ELOC and issued five-year warrant for 608,777 shares.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

form 20-f, nasdaq listing rule 5250(c)(1), securities and exchange commission, nasdaq listing rules, +1 more

5 terms

form 20-f regulatory

"did not timely file its annual report on Form 20-F for the fiscal year"

Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.

nasdaq listing rule 5250(c)(1) regulatory

"not in compliance with the requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1)"

Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.

securities and exchange commission regulatory

"2025 Form 20-F with the Securities and Exchange Commission (the "SEC")"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

nasdaq listing rules regulatory

"Pursuant to the Nasdaq Listing Rules, the Company has 60 calendar days"

Nasdaq listing rules are the rulebook a company must follow to have its shares traded on the Nasdaq stock exchange, covering entry requirements and ongoing standards for finances, corporate governance, public disclosure and reporting. For investors they matter because the rules create baseline checks — like a driver’s license and regular inspections for a car — that promote transparency, comparability and reduce the risk of fraud or sudden delisting.

compliance plan regulatory

"60 calendar days from the date of the Notification Letter to submit a plan to regain compliance"

A compliance plan is a company's documented roadmap of rules, procedures and checks designed to ensure it follows laws, industry rules and internal policies. Think of it as an instruction manual and regular checklist that helps prevent costly mistakes, fines or business disruptions by flagging problems early and guiding corrective action. Investors watch these plans because a clear, enforced plan lowers legal and reputational risk and indicates stronger management and governance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK, May 26, 2026 (GLOBE NEWSWIRE) -- AGM Group Holdings Inc. (NASDAQ: AGMH, “AGMH” or the “Company”), an integrated technology company specializing in the assembling and sales of high-performance hardware and computing equipment, today announced that it received a notification letter dated May 18, 2026 (the "Notification Letter") from Nasdaq notifying that the Company is not in compliance with the requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) since the Company did not timely file its annual report on Form 20-F for the fiscal year ended December 31, 2025 (the "2025 Form 20-F") with the Securities and Exchange Commission (the "SEC").

The Notification Letter has no immediate effect on the listing or trading of the Company's shares on Nasdaq. Pursuant to the Nasdaq Listing Rules, the Company has 60 calendar days from the date of the Notification Letter to submit a plan to regain compliance with Nasdaq Listing Rules (the "Compliance Plan"). If Nasdaq accepts the Compliance Plan, it may grant the Company an exception of up to 180 calendar days from the due date of the 2025 Form 20-F, or until November 11, 2026, to regain compliance.

AGM Group continues to work diligently to complete the 2025 Form 20-F and file it with the SEC as soon as reasonably practicable. The Company expects to submit a plan to regain compliance or file its Form 20-F within the timeline prescribed by Nasdaq.

This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a notification of deficiency.

About AGM Group Holdings Inc.
AGM Group Holdings Inc. (NASDAQ: AGMH) is an integrated technology company specializing in the assembling and sales of high-performance hardware and computing equipment. With a mission to become a key participant and contributor in the global blockchain ecosystem, AGMH focuses on the research and development of blockchain-oriented application-specific integrated circuit chips, the assembling and sales of high-end crypto miners for Bitcoin and other cryptocurrencies. For more information, please visit: www.agmhgroup.com

Forward-Looking Statements
Certain statements in this announcement 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 identify these forward-looking statements by words or phrases such as "approximates," "assesses," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "will," "would," "should," "could," "may" or similar expressions. 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 registration statement and other filings with the U.S. Securities and Exchange Commission.

For more information, please contact:

AGM GROUP HOLDINGS INC.
Investor Relations Department
Email: ir@agmhgroup.com
https://www.agmhgroup.com/

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Nasdaq notify AGM Group (AGMH) about on May 18, 2026?

Nasdaq notified AGM Group that it is not compliant because its 2025 Form 20-F was not filed on time. According to AGM Group, the notice does not immediately affect Nasdaq listing or trading, and the company is working to complete and file the report.

Does the Nasdaq non-compliance notice mean AGM Group (AGMH) will be delisted?

The notice does not mean immediate delisting of AGM Group shares. According to AGM Group, Nasdaq may grant up to 180 days, until November 11, 2026, to regain compliance if an acceptable plan is submitted within 60 days of the notification.

What deadlines does AGM Group (AGMH) face after the Nasdaq notice on its 2025 Form 20-F?

AGM Group has 60 days from May 18, 2026 to submit a compliance plan. According to AGM Group, Nasdaq may then allow up to 180 days from the original due date, potentially until November 11, 2026, to file the 2025 Form 20-F and regain compliance.

How is AGM Group (AGMH) responding to the delayed 2025 Form 20-F filing?

AGM Group states it is working diligently to complete and file the 2025 Form 20-F as soon as practicable. According to AGM Group, it expects to either submit a plan to regain compliance or file the report within Nasdaq’s prescribed timeline.

What Nasdaq rules are involved in AGM Group (AGMH) delayed Form 20-F notice?

The non-compliance relates to Nasdaq Listing Rule 5250(c)(1), covering timely periodic filings. According to AGM Group, this disclosure was made under Nasdaq Listing Rule 5810(b), which requires prompt public notice when a company receives a deficiency notification.