BGM Group Ltd. Receives NASDAQ Notice Related to Late Filing of Form 20-F

Rhea-AI Summary

BGM Group (NASDAQ: BGM) received a Nasdaq notice for late filing of its Annual Report on Form 20-F for the fiscal year ended September 30, 2025.

The company has 60 calendar days from receipt to submit a compliance plan and, if accepted, may have up to 180 days from the due date (until August 17, 2026) to regain compliance; listing is not immediately impacted.

Positive

• Listing unaffected immediately after Nasdaq notice
• Company committed to file promptly to regain compliance

Negative

• Received Nasdaq notice for failure to file Form 20-F
• Must submit a compliance plan within 60 days
• Deadline to file or seek plan is April 23, 2026
• Possible compliance deadline extension ends on August 17, 2026

News Market Reaction – BGM

+1.83%

6 alerts

+1.83% News Effect

+9.6% Peak in 24 hr 3 min

+$4M Valuation Impact

$235M Market Cap

0.3x Rel. Volume

On the day this news was published, BGM gained 1.83%, reflecting a mild positive market reaction. Argus tracked a peak move of +9.6% during that session. Our momentum scanner triggered 6 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $4M to the company's valuation, bringing the market cap to $235M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Late filing form: Form 20-F Compliance plan window: 60 calendar days Maximum exception period: 180 calendar days +5 more

8 metrics

Late filing form Form 20-F Annual report for fiscal year ended September 30, 2025

Compliance plan window 60 calendar days Time to submit plan to Nasdaq from date of Notification

Maximum exception period 180 calendar days Potential extension from Form 20-F due date if plan accepted

Compliance deadline August 17, 2026 Latest date to regain compliance if exception granted

Appeal rule Nasdaq Listing Rule 5815(a) Governs appeals to a Hearing Panel if plan not accepted

Listing rule breached Nasdaq Listing Rule 5250(c)(1) Non-compliance due to late Form 20-F filing

File-or-plan date April 23, 2026 Deadline to file Form 20-F or submit compliance plan

Fiscal year-end September 30, 2025 End date of the fiscal year covered by the Form 20-F

Market Reality Check

Price: $1.20 Vol: Volume 11,288 is far belo...

low vol

$1.20 Last Close

Volume Volume 11,288 is far below 20-day average 115,347 (relative volume 0.1), suggesting limited pre-news positioning. low

Technical Price at 1.02 trades below 200-day MA of 8.13, sitting 94.06% below 52-week high and 6.25% above 52-week low.

Peers on Argus

BGM was up 3.03% while close peers showed mixed moves (e.g., PAHC +2.31%, AMPH +...

1 Down

BGM was up 3.03% while close peers showed mixed moves (e.g., PAHC +2.31%, AMPH +0.87%, BCRX -1.56%). Momentum scanner only flagged PCRX, which was down, indicating this listing-compliance notice appears stock-specific rather than a coordinated sector move.

Common Catalyst Peer headlines for AMPH and BCRX focused on earnings reports, contrasting with BGM’s Nasdaq compliance and late-filing notice.

Market Pulse Summary

This announcement highlights BGM’s late Form 20-F for the fiscal year ended September 30, 2025 and r...

Analysis

This announcement highlights BGM’s late Form 20-F for the fiscal year ended September 30, 2025 and resulting non-compliance with Nasdaq Listing Rule 5250(c)(1). The company has 60 days to submit a compliance plan and, if accepted, up to 180 days from the original due date, potentially until August 17, 2026, to regain compliance. Investors may watch whether the Form 20-F is filed by April 23, 2026 and how Nasdaq responds to any submitted plan.

Key Terms

form 20-f, nasdaq listing rule 5250 (c)(1), nasdaq capital market, hearing panel, +1 more

5 terms

form 20-f regulatory

"failure to file its Annual Report on Form 20-F for the fiscal year ended"

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

"non-compliance with the Nasdaq Listing Rule 5250 (c)(1) as a result of"

Nasdaq Listing Rule 5250(c)(1) is a marketplace rule that requires companies listed on the Nasdaq exchange to file their regular financial reports (for example, quarterly and annual SEC filings) on time and inform the exchange if they will not. For investors, it matters because timely filings keep a company’s financial picture transparent and comparable; failure to comply can trigger warnings or removal from the exchange, similar to a business losing its public storefront.

nasdaq capital market regulatory

"no immediate impact on the listing of the Company’s class A ordinary shares on the Nasdaq Capital Market"

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.

hearing panel regulatory

"the Company will have the opportunity to appeal that decision to a Hearing Panel"

A hearing panel is a small group of officials from a stock exchange, regulator or independent adjudicatory body that listens to evidence and arguments about rule breaches, disciplinary actions, listing eligibility or market disputes. Like a neighborhood board deciding whether a property meets community rules, the panel’s rulings can impose fines, trading suspensions or delisting, which can directly affect a company’s share price, liquidity and investor confidence.

nasdaq listing rule 5815(a) regulatory

"a Hearing Panel pursuant to the Nasdaq Listing Rule 5815(a)"

NASDAQ Listing Rule 5815(a) is a regulatory provision that allows the exchange to remove a company’s stock if it no longer meets required listing standards, such as minimum share price, market value, or financial metrics. Think of it like rules for staying in an exclusive club: falling short can lead to expulsion. For investors, a delisting can reduce liquidity, limit where the stock trades and often lowers the share price, affecting the ability to buy, sell or raise capital.

AI-generated analysis. Not financial advice.

CHENGDU, China, Feb. 26, 2026 (GLOBE NEWSWIRE) -- BGM Group Ltd. (NASDAQ: BGM) (the “Company” or “BGM”)  announced on February 24, 2026, that it has received a notification (the “Notification”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) regarding its non-compliance with the Nasdaq Listing Rule 5250 (c)(1) as a result of the Company’s failure to file its Annual Report on Form 20-F for the fiscal year ended September 30, 2025 (the “Form 20-F”) in a timely manner.

Pursuant to the Notification, the Company has 60 calendar days to submit to Nasdaq a plan to regain compliance from the date of receipt of the Notification and if the plan is accepted by Nasdaq, the Company will be granted an exception of up to 180 calendar days from the Form 20-F’s due date, or until August 17, 2026, to regain compliance.

The Notification further stated that if the plan is not accepted by Nasdaq, the Company will have the opportunity to appeal that decision to a Hearing Panel pursuant to the Nasdaq Listing Rule 5815(a).

The Notification has no immediate impact on the listing of the Company’s class A ordinary shares on the Nasdaq Capital Market.

The Company is working diligently on the Form 20-F and intends to file the Form 20-F as promptly as possible in order to regain compliance with the Nasdaq Listing Rule 5250(c)(1). However, if the Company fails to file the Form 20-F by April 23, 2026, the Company will submit a plan by such date to Nasdaq that outlines the steps the Company will take to file the Form 20-F.

About BGM Group Ltd.

BGM Group Ltd. has a strategic focus on the technology fields of AI application, intelligent robots, algorithmic computing power, cloud computing, and biopharmaceuticals.

In terms of AI application implementation, the group relies on advanced analytics and AI Agent technology, and utilizes the two platforms of Du Xiao Bao and Bao Wang to provide comprehensive and professional AI solutions and intelligent robot services for insurance companies, insurance brokers, and consumers. Its services cover multiple key scenarios such as sales and marketing, underwriting assessment, claims processing, and customer service. The group is capable of analyzing consumer data, building consumer profiles, accurately predicting insurance needs, and providing highly customized services for consumers.

In the field of biopharmaceuticals, the group's biopharmaceutical division mainly produces oxytetracycline API, crude heparin sodium, and licorice preparations, which are widely supplied to the global animal husbandry, pharmaceutical, and drug retail markets. The group deeply integrates AI-assisted decision-making into every link of production and manufacturing, achieving supply chain optimization, process efficiency improvement, and market trend prediction. This provides scientific decision-making basis for the management and offers high-quality products and precise services for consumers.

Forward-looking Statements

This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will", "expects", "anticipates", "future", "intends", "plans", "believes", "estimates", "target", "going forward", "outlook" and similar statements. Such statements are based upon management's current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company's control, which may cause the Company's actual results, performance or achievements to differ materially from those in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.

For investor and media inquiries, please contact:

info@qiliancorp.com

FAQ

What did BGM (NASDAQ: BGM) receive from Nasdaq on February 24, 2026?

The company received a notice of non-compliance for a late Form 20-F filing. According to the company, Nasdaq cited Rule 5250(c)(1) because the Annual Report for the year ended September 30, 2025 was not filed on time, triggering follow-up steps.

What are BGM's deadlines after the Nasdaq notice for the 2025 Form 20-F?

BGM must submit a compliance plan within 60 days and may have until August 17, 2026 to cure non-compliance. According to the company, if the plan is not accepted it can appeal to a Nasdaq Hearing Panel.

Does the Nasdaq notice threaten BGM's (NASDAQ: BGM) current listing?

The notice has no immediate impact on the company's Nasdaq listing. According to the company, the listing remains on the Nasdaq Capital Market while it works to file the Form 20-F and regain compliance.

What happens if BGM fails to file the Form 20-F by April 23, 2026?

If BGM does not file by April 23, 2026 it must submit a plan to Nasdaq outlining steps to file the Form 20-F. According to the company, failure to cure could lead to further Nasdaq proceedings or appeal options.

How should investors interpret BGM's (NASDAQ: BGM) statement about the late Form 20-F?

Investors should view it as a compliance notification requiring corrective action, not an immediate delisting. According to the company, management is preparing the Form 20-F and intends to file promptly to regain Nasdaq compliance.