AGROZ INC. ANNOUNCES RECEIPT OF NASDAQ STAFF DETERMINATION AND IMPLEMENTATION OF COMPLIANCE PLAN

Agroz (Nasdaq: AGRZ) reported receiving a Nasdaq Staff Determination Letter dated August 18, 2026, indicating a decision to delist its securities from the Nasdaq Capital Market.

Rhea-AI Summary

Agroz (Nasdaq: AGRZ) reported receiving a Nasdaq Staff Determination Letter dated August 18, 2026, indicating a decision to delist its securities from the Nasdaq Capital Market. The notice cites a sub‑US$1.00 bid price for 30 consecutive business days, failure to demonstrate compliance with minimum stockholders’ equity for initial listing, and non‑filing of the Form 20‑F for the year ended December 31, 2025.

Agroz plans to request a hearing by August 25, 2026, which would stay suspension and delisting pending a Panel decision. The company is preparing a 1‑for‑10 reverse share split, has appointed Golden Eagle CPAs LLC to accelerate the 2025 audit, and is targeting mid‑October 2026 to file the outstanding Form 20‑F, subject to audit, regulatory review and other factors. Business operations are stated to be unaffected.

Positive

• Planned 1-for-10 reverse share split to address bid-price deficiency
• Engaged Golden Eagle CPAs LLC to expedite 2025 Form 20-F audit
• Targeting mid-October 2026 to complete and file outstanding Form 20-F
• Hearing request would stay suspension and delisting during Panel review

Negative

• Nasdaq staff has determined to delist AGRZ from Nasdaq Capital Market
• Shares traded below US$1.00 for 30 days, breaching Listing Rule 5550(a)(2)
• Company is delinquent on 2025 Form 20-F, violating Rule 5250(c)(1)
• Nasdaq will not accept an additional compliance plan for filing delinquency
• Possible trading suspension on August 27, 2026 if no hearing request
• No assurance company will regain or maintain Nasdaq listing compliance

Argus Aug 21 session 16 alerts

-11.09% close to close 2.2x rel. volume Open Argus

Details

Market move: AGRZ -11.09% in the Aug 21 session. Nasdaq delisting determination

-15.7% Trough in 5 hr 26 min

$7.59M Market Cap

On Aug 21, the day this news came out, AGRZ closed 11.09% below the previous close. Argus tracked a trough of -15.7% from its starting point during tracking. Our momentum scanner recorded 16 alerts for this stock that day. Relative volume reached 2.2x the daily average during tracking.

Data tracked by StockTitan Argus for the Aug 21 session.

Key Figures

Bid-price deficiency period: 30 consecutive business days Minimum bid price: US$1.00 per share Hearing request deadline: August 25, 2026 +3 more

Bid-price deficiency period

30 consecutive business days

Nasdaq Listing Rule 5550(a)(2)

Minimum bid price

US$1.00 per share

Nasdaq continued-listing requirement

Hearing request deadline

August 25, 2026

Appeal of Nasdaq Staff Determination

Proposed reverse share split

1-for-10

Proposed corporate action

Target Form 20-F completion

mid-October 2026

Fiscal year ended December 31, 2025

Potential trading suspension

August 27, 2026

If a timely hearing request is not submitted

Historical Context

5 past events · Latest: Jul 17

5 events

1. Jul 17

   Share class change

   24h Move

   -1.8%

   Publicly traded shares renamed Class A amid introduction of dual-class structure.

2. Jul 17

   Filing deficiency

   24h Move

   -1.8%

   Nasdaq filing deficiency notification followed continued absence of the annual Form 20-F.

3. Jul 17

   Filing deficiency

   24h Move

   -1.8%

   Deleted report concerned the same Nasdaq annual-report filing deficiency notification.

4. May 22

   Filing deficiency

   24h Move

   -0.3%

   Nasdaq cited non-compliance for failure to file the fiscal-year Form 20-F.

5. Apr 27

   Digital status grant

   24h Move

   -4.8%

   Malaysian subsidiary received Malaysia Digital status for its AI-driven farm system.

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

Key Terms

staff determination letter, reverse share split, form 20-f, pcaob-registered

4 terms

staff determination letter regulatory

"received a Staff Determination Letter from the Listing Qualifications Department"

A staff determination letter is a written decision from the employees of a government or market regulator about a specific filing, application or compliance question; it tells a company whether the regulator accepts, rejects or needs more information. For investors, it matters because the letter can affect a company’s ability to sell securities, keep a stock listing, or move forward with a product or transaction—similar to a building inspector’s report that decides if construction can continue.

reverse share split financial

"The Company is finalizing the submission of the necessary corporate-action application"

A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.

form 20-f regulatory

"The Company has not yet filed its annual report on Form 20-F"

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.

pcaob-registered regulatory

"a United States-based public accounting firm registered with the Public Company"

An accounting firm described as PCAOB-registered is officially listed with the U.S. Public Company Accounting Oversight Board, meaning it agrees to follow U.S. audit rules and periodic inspections. For investors this is like knowing a mechanic is certified and periodically checked: it increases confidence that a company’s financial statements were examined under recognized standards and that audit quality and oversight meet U.S. regulatory expectations.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Company Intends to Request a Hearing; Compliance Measures Include Proposed Reverse Share Split and Expedited Completion of Annual Report

KUALA LUMPUR, Malaysia, Aug. 21, 2026 /PRNewswire/ -- Agroz Inc. (Nasdaq: AGRZ) ("Agroz" or the "Company"), an agricultural technology company, today announced that it received a Staff Determination Letter (the "Letter") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") dated August 18, 2026.

The Letter states that Nasdaq has determined to delist the Company's securities from the Nasdaq Capital Market based on the following matters:

1. The closing bid price of the Company's ordinary shares remained below US$1.00 per share for 30 consecutive business days, resulting in non-compliance with Nasdaq Listing Rule 5550(a)(2).
2. Nasdaq stated that the Company had not demonstrated compliance with the minimum stockholders' equity requirement applicable to initial listing and had not previously notified Nasdaq of its intention to cure the bid-price deficiency through a reverse share split within the applicable period, as contemplated by Nasdaq Listing Rule 5810(c)(3)(A)(ii).
3. The Company has not yet filed its annual report on Form 20-F for the fiscal year ended December 31, 2025, resulting in non-compliance with Nasdaq Listing Rule 5250(c)(1). The Letter further states that Nasdaq will not accept an additional compliance plan relating to the filing delinquency pursuant to Nasdaq Listing Rule 5810(c)(2)(A).

The Company intends to submit a timely request for a hearing before the Nasdaq Hearings Panel by the August 25, 2026 deadline to appeal the Staff Determination. If confirmed by Nasdaq: The hearing request will stay the suspension and delisting action pending the Panel's decision and the expiration of any extension granted by the Panel. There can be no assurance that the hearing request will be successful or that the Company will regain or maintain compliance with all applicable Nasdaq continued-listing requirements.

Compliance Plan Already Underway

The Company has initiated a coordinated compliance plan to address the matters identified in the Letter.

The Company is finalizing the submission of the necessary corporate-action application to implement a 1-for-10 reverse share split of its ordinary shares. The proposed reverse share split is intended to increase the per-share trading price of the Company's ordinary shares and support the Company's efforts to regain compliance with Nasdaq Listing Rule 5550(a)(2). Its implementation remains subject to the completion of all required corporate, regulatory and Nasdaq review processes.

The Company has also appointed Golden Eagle CPAs LLC, a United States-based public accounting firm registered with the Public Company Accounting Oversight Board, to expedite the audit process required for completion of the Company's Form 20-F for the fiscal year ended December 31, 2025.

The Company and its newly appointed auditor are working toward completing and filing the outstanding Form 20-F as soon as practicable, with the Company currently targeting completion by mid-October 2026. This timetable is an objective and may be affected by the completion of the audit, regulatory review and other matters outside the Company's control.

In connection with its appeal, the Company intends to present the Nasdaq Hearings Panel with its compliance strategy, including the proposed reverse share split, the engagement of its new PCAOB-registered auditor, the timetable for filing the outstanding Form 20-F and the Company's plan for satisfying Nasdaq's applicable financial and continued-listing requirements.

"Management and the Board are treating these matters as an immediate priority," said Gerard Lim, CEO. "We have already commenced concrete remedial actions, including advancing the proposed reverse share split and strengthening the resources dedicated to completing our outstanding annual report. We intend to work closely and transparently with Nasdaq throughout the hearing and compliance process."

The Staff Determination does not affect the Company's business operations, customers, employees or day-to-day commercial activities. The Company remains focused on executing its business strategy while completing the actions required under its Nasdaq compliance plan.

If the Company does not submit a timely hearing request, Nasdaq has stated that trading in the Company's ordinary shares would be suspended at the opening of business on August 27, 2026, followed by the commencement of formal delisting procedures, including the filing of a Form 25-NSE with the U.S. Securities and Exchange Commission.

The Company will provide further updates regarding the Nasdaq proceedings and its compliance efforts when material developments occur.

About Agroz Inc.

Agroz Inc. is an innovative, fully vertically integrated agricultural technology company designing, building, managing, and operating indoor and outdoor Controlled Environment Agriculture ("CEA") vertical farms. Agroz also operates CEA vertical farms in local communities to grow and deliver clean, pesticide free, fresh and nutritious rich vegetables directly to consumers and businesses, and to educate the public on how its vegetables are grown. Agroz believes its competitive advantage stems from its proprietary Agroz OS system, a vertical farm operating system comprised of (i) digitally automated hardware systems enabling management of vertical farm conditions, and (ii) certain software solutions enabling email and communication systems for vertical farm organization.

Forward-Looking Statements

This press release contains forward-looking statements, including statements concerning the Company's proposed reverse share split, its request for a hearing before the Nasdaq Hearings Panel, the anticipated timing for completing and filing its Form 20-F, its ability to regain compliance with Nasdaq's listing requirements and its ability to maintain the listing of its ordinary shares on the Nasdaq Capital Market.

These statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially. There can be no assurance that Nasdaq will grant the Company's appeal, provide the Company with additional time to regain compliance, approve or process the proposed reverse share split within the anticipated timeframe, or that the Company will complete its outstanding Form 20-F or regain compliance with all applicable listing requirements. Readers should not place undue reliance on these forward-looking statements. The Company undertakes no obligation to update any forward-looking statement except as required by applicable law.

View original content to download multimedia:https://www.prnewswire.com/news-releases/agroz-inc-announces-receipt-of-nasdaq-staff-determination-and-implementation-of-compliance-plan-302857463.html

SOURCE Agroz Inc

FAQ

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

Why is Agroz (NASDAQ: AGRZ) facing a potential Nasdaq delisting as of August 21, 2026?

Agroz faces potential delisting because Nasdaq staff determined it is not compliant with bid-price, stockholders’ equity, and timely filing rules. According to Agroz, its shares traded below US$1.00, it has not demonstrated required equity, and its 2025 Form 20-F remains unfiled.

What compliance steps is Agroz (AGRZ) taking to address the Nasdaq Staff Determination Letter?

Agroz plans a 1-for-10 reverse share split, has appointed Golden Eagle CPAs LLC as auditor, and is working to file its 2025 Form 20-F. According to Agroz, these measures form part of a coordinated strategy to address Nasdaq’s continued-listing requirements.

When does Agroz (AGRZ) expect to file its delayed 2025 Form 20-F annual report?

Agroz is targeting completion and filing of its outstanding 2025 Form 20-F by mid-October 2026. According to Agroz, this objective depends on the audit’s completion, regulatory review and other factors that may be outside the company’s control.

How will the planned 1-for-10 reverse share split affect Agroz (AGRZ) Nasdaq compliance?

The proposed 1-for-10 reverse share split is intended to raise Agroz’s per-share trading price. According to Agroz, this action is aimed at helping regain compliance with Nasdaq Listing Rule 5550(a)(2) on minimum bid price, subject to required corporate, regulatory and Nasdaq reviews.

What is the Nasdaq hearing timeline for Agroz (AGRZ) after the August 18, 2026 Staff Determination?

Agroz intends to request a Nasdaq hearing by the August 25, 2026 deadline. According to Agroz, a timely hearing request would stay suspension and delisting actions pending the Hearings Panel’s decision and any extension granted, though success is not assured.

Will Agroz’s (AGRZ) operations be affected by the Nasdaq Staff Determination and compliance process?

Agroz states that the Nasdaq Staff Determination does not affect its business operations, customers, employees or day-to-day commercial activities. According to Agroz, management remains focused on executing its business strategy while implementing its Nasdaq compliance plan.

What happens to Agroz (AGRZ) shares if no Nasdaq hearing request is submitted?

If Agroz does not submit a timely hearing request, Nasdaq indicated trading in its ordinary shares would be suspended August 27, 2026. According to Agroz, formal delisting procedures would then begin, including filing a Form 25-NSE with the U.S. Securities and Exchange Commission.