FCHL Receives Nasdaq Deficiency Notice on May 26, 2026

Rhea-AI Summary

Fitness Champs Holdings (NASDAQ:FCHL) received a Nasdaq deficiency notice on May 26, 2026 for not meeting Listing Rule 5550(b)(1). Stockholders’ equity was $598,490 on December 31, 2025 versus the $2.5 million minimum, and alternative market value or net income standards were also not met.

The company completed a May 2026 financing and believes it now meets the equity requirement, subject to Nasdaq review. Shares remain listed with 45 days, until July 10, 2026, to confirm compliance or submit a plan, with a possible extension to November 20, 2026.

Positive

• Recent May 2026 financing expected to raise equity toward $2.5 million threshold
• Ordinary shares remain listed on Nasdaq Capital Market with no immediate impact
• Nasdaq process allows up to 180 days from May 26, 2026 to evidence compliance

Negative

• Stockholders’ equity was $598,490 as of December 31, 2025, below $2.5 million minimum
• Nasdaq deficiency notice for not meeting equity, market value, or net income standards
• Risk of delisting if compliance is not demonstrated within allowed Nasdaq timeframes
• Outcome of any plan submission or appeal to Nasdaq panel is uncertain

Market Context

This announcement details a Nasdaq deficiency tied to stockholders’ equity of $598,490 versus the $2...

Analysis

This announcement details a Nasdaq deficiency tied to stockholders’ equity of $598,490 versus the $2,500,000 minimum under Listing Rule 5550(b)(1), along with timelines running from 45 days to a potential 180-day extension. It follows recent reverse splits and a public offering, all centered on maintaining the Nasdaq listing. Investors may watch how Nasdaq evaluates any submitted evidence or plan and whether further corporate actions are required to demonstrate compliance.

Key Figures

Stockholders’ equity: $598,490 Nasdaq equity requirement: $2,500,000 Deficiency notice date: May 26, 2026 +4 more

7 metrics

Stockholders’ equity $598,490 As of December 31, 2025 per Form 10-K

Nasdaq equity requirement $2,500,000 Minimum stockholders’ equity under Nasdaq Listing Rule 5550(b)(1)

Deficiency notice date May 26, 2026 Date Nasdaq identified non-compliance with Rule 5550(b)(1)

Initial response period 45 calendar days Time allowed to confirm or plan to regain compliance (until July 10, 2026)

Initial deadline July 10, 2026 Deadline to confirm compliance or submit a plan

Maximum extension 180 calendar days Potential extension from May 26, 2026 if Nasdaq accepts plan

Final extension date November 20, 2026 Latest date to evidence compliance if full extension granted

Historical Context

5 past events · Latest: Apr 30 (Negative)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 30	Share consolidation	Negative	-25.2%	30-for-1 share consolidation to support compliance with Nasdaq bid-price rules.
Apr 17	Equity offering	Negative	-76.9%	Best-efforts public unit offering targeting about $5.0M in gross proceeds.
Mar 18	Share consolidation	Negative	-17.1%	15-for-1 consolidation to regain compliance with Nasdaq bid-price rule.
Feb 27	Shareholder meeting	Neutral	-4.4%	Announcement of Extraordinary General Meeting for March 20, 2026.
Dec 31	Shareholder meeting	Neutral	-6.8%	EGM notice for January 23, 2026 with voting and access details.

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

Pattern Detected

Recent corporate actions tied to Nasdaq compliance and equity financing have repeatedly coincided with sharp negative price reactions, indicating a pattern of selling pressure around listing and capital-structure news.

Recent Company History

In the last six months, FCHL has focused heavily on maintaining its Nasdaq listing and reshaping its capital structure. Two share consolidations in March and May 2026 aimed at bid-price compliance under Rule 5550(a)(2), while an April public offering targeted about $5.0 million in gross proceeds. Extraordinary General Meetings in January 2026 and March 2026 supported these actions. Each of these events saw negative price reactions, framing today’s deficiency notice within an ongoing compliance and dilution overhang.

Key Terms

market value of listed securities, net income from continuing operations, nasdaq capital market, delisting

4 terms

market value of listed securities financial

"did not, as of May 26, 2026, meet the alternatives standards of market value of listed securities..."

The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.

net income from continuing operations financial

"or net income from continuing operations for compliance with Nasdaq Listing Rule 5550(b)(1)."

Net income from continuing operations is the profit a company earns from its ongoing, day-to-day business after paying costs, interest and taxes, excluding results from businesses it has sold or closed and one-time gains or losses. Investors care because it shows the company's recurring earning power—like comparing a regular paycheck to a one-off bonus—and gives a clearer picture of sustainable profits used to value the business and judge management performance.

nasdaq capital market regulatory

"shares, which will continue to be listed and traded on the Nasdaq Capital Market, subject..."

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.

delisting regulatory

"there can be no assurance that, if the Company does appeal any delisting determination..."

Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.

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SINGAPORE, May 29, 2026 (GLOBE NEWSWIRE) -- On May 26, 2026, Fitness Champs Holdings Limited (“Fitness Champs Holdings”, “FCHL” or the “Company”) (NASDAQ: FCHL), a distinguished aquatic sports education provider in Singapore, received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), because (i) the stockholders’ equity of the Company of $598,490 as of December 31, 2025, as reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, was below the minimum stockholders’ equity requirement of $2,500,000 and (ii) the Company did not, as of May 26, 2026, meet the alternatives standards of market value of listed securities or net income from continuing operations for compliance with Nasdaq Listing Rule 5550(b)(1). Based on the proceeds of funds from a financing completed in May 2026, the Company believes it is now in compliance with the stockholders’ equity requirements of Nasdaq Listing Rule 5550(b)(1); however the final determination of compliance is subject to review and approval by Nasdaq.

Nasdaq’s letter has no immediate impact on the listing of the Company’s ordinary shares, which will continue to be listed and traded on the Nasdaq Capital Market, subject to the Company’s compliance with the other continued listing requirements. Nasdaq’s letter provides the Company with 45 calendar days, or until July 10, 2026, to either confirm compliance or submit a plan to regain compliance. If the Company is not deemed to have regained compliance and instead submits a plan to regain compliance and the plan is accepted, the Company may be granted up to 180 calendar days from May 26, 2026 (or until November 20, 2026), to evidence compliance. In the event the plan is not accepted by Nasdaq or, in the event the plan is accepted and the extension granted but the Company fails to regain compliance within the plan period, the Company would have the right to a hearing before a panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if the Company does appeal any delisting determination by Nasdaq to a panel, that such appeal would be successful.

While the Company believes it now is compliance, in the event Nasdaq determines it is not in compliance, the Company will take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. The Company is currently evaluating its available options to regain compliance with the Nasdaq Listing Rule 5550(b)(1) and intends to submit evidence of compliance by the deadline set by Nasdaq, and if that is not accepted, than will submit a plan to regain compliance by the deadline set by Nasdaq. However, there can be no assurance that Nasdaq will determine that the Company will be in compliance nor that the Company's plan will be accepted by Nasdaq, and that it be able to regain compliance with Nasdaq Listing Rule 5550(b)(1), maintain compliance with the other Nasdaq listing requirements or be successful in appealing any delisting determination.

About Fitness Champs Holdings Limited

Fitness Champs Holdings Limited is a distinguished aquatic sports education provider, offering general swimming lessons to children and adults, with ladies-only swimming lessons available, as well as aquatic sports classes such as competitive swimming and lifesaving. The Company is one of the largest providers of swimming lessons to children enrolled in public schools under the Ministry of Education of Singapore in Singapore through the SwimSafer program, and has been offering private swimming lessons to children, youths and adults under its brand “Fitness Champs” since 2012. The Company aims to make swimming an enjoyable and affordable sport for children and adults, for water safety and as a way of keeping fit and healthy. Fitness Champs also plans to grow into a diversified sports education provider by expanding its offerings to include other sports such as pickleball. For more information, please visit the Company’s website at https://ir.fitnesschamps.sg/.

For investor and media inquiries, please contact:

Email: ir@fitnesschampsaquatics.com 

FAQ

Why did FCHL receive a Nasdaq deficiency notice on May 26, 2026?

FCHL received the notice for not meeting Nasdaq Listing Rule 5550(b)(1) minimum standards. Stockholders’ equity was $598,490 on December 31, 2025, below the $2.5 million requirement, and alternative market value or net income standards were also not satisfied.

Is FCHL stock being delisted from Nasdaq after the May 26, 2026 notice?

FCHL shares remain listed on the Nasdaq Capital Market, and the notice has no immediate impact. The company has 45 days from May 26, 2026 to confirm compliance or submit a plan, with a possible extension to November 20, 2026.

What steps is FCHL taking to regain Nasdaq compliance with Rule 5550(b)(1)?

FCHL completed a May 2026 financing and believes it now meets the equity requirement, subject to Nasdaq review. The company plans to submit evidence of compliance by Nasdaq’s deadline and, if needed, a formal plan to regain compliance under the listing rules.

What happens if FCHL’s plan to regain Nasdaq compliance is not accepted?

If Nasdaq does not accept FCHL’s plan or compliance is not regained within the extension, the company may request a hearing. According to FCHL, there is no assurance any appeal against a possible delisting determination would succeed under Nasdaq procedures.

What are the key Nasdaq deadlines for FCHL after the May 26, 2026 notice?

FCHL has 45 calendar days, until July 10, 2026, to confirm compliance or file a plan. If Nasdaq accepts a plan, FCHL may have up to 180 days from May 26, 2026, or until November 20, 2026, to demonstrate compliance.

How does FCHL’s May 2026 financing relate to Nasdaq equity requirements?

FCHL states that proceeds from a May 2026 financing increase its stockholders’ equity toward the $2.5 million minimum. The company believes this brings it into compliance, but final determination depends on Nasdaq’s review and approval of its submitted evidence.