MFI Received Nasdaq Notification Regarding Filing Rule Deficiency

mF International (NASDAQ:MFI) received a Nasdaq notice that it is not compliant with Listing Rule 5250(c)(1) because its Form 20-F for the year ended December 31, 2025 has not been filed, even after a May 15, 2026 extension.

Rhea-AI Summary

mF International (NASDAQ:MFI) received a Nasdaq notice that it is not compliant with Listing Rule 5250(c)(1) because its Form 20-F for the year ended December 31, 2025 has not been filed, even after a May 15, 2026 extension.

The notice does not immediately affect trading of class A ordinary shares. The company has until July 17, 2026 to submit a compliance plan, and may have until November 11, 2026 to regain compliance if Nasdaq accepts the plan.

Positive

• Nasdaq notice has no immediate effect on MFI share listing or trading
• Compliance plan deadline extends to July 17, 2026
• Potential compliance period may run through November 11, 2026
• Company is working with accounting, audit and legal advisors on filings

Negative

• Non-compliance with Nasdaq Listing Rule 5250(c)(1) filing requirement
• Form 20-F for 2025 remains unfiled after extended May 15, 2026 deadline
• Future Nasdaq listing depends on submitting and executing an acceptable plan

Argus May 22 session

-10.67% close to close Open Argus

Details

News Market Reaction – MFI

On May 22, the first trading day after this news, MFI closed 10.67% below the previous close.

Data tracked by StockTitan Argus for the May 22 session.

Key Figures

Listing Rule: Nasdaq Listing Rule 5250(c)(1) Form 20-F year-end: December 31, 2025 Extended due date: May 15, 2026 +3 more

Listing Rule

Nasdaq Listing Rule 5250(c)(1)

Disclosure of non-compliance due to delayed Form 20-F

Form 20-F year-end

December 31, 2025

Fiscal year covered by the delayed annual report

Extended due date

May 15, 2026

Form 20-F deadline after Form 12b-25 extension

Nasdaq deadline

July 17, 2026

Date by which MFI must submit compliance plan to Nasdaq

Extension period

180 calendar days

Maximum additional time Nasdaq may grant to regain compliance

Final compliance date

November 11, 2026

Latest date to regain compliance if plan is accepted

Historical Context

5 past events · Latest: Feb 06

5 events

1. Feb 06

   Strategic initiatives

   24h Move

   +2.3%

   Announced BCH self-mining and Bermuda digital asset insurance initiatives.

2. Dec 01

   Private placement close

   24h Move

   -15.1%

   Closed $500M equity and warrant financing for digital asset treasury strategy.

3. Nov 25

   Executive transition

   24h Move

   +18.0%

   CEO change tied to launch of digital asset treasury strategy including BCH.

4. Nov 21

   PIPE announcement

   24h Move

   +3.1%

   Announced $500M PIPE and large equity issuance for digital asset strategy.

5. Nov 21

   PIPE correction

   24h Move

   +3.1%

   Issued correction release reiterating terms of $500M PIPE financing.

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

Key Terms

nasdaq listing rule 5250(c)(1), form 20-f, form 12b-25, nasdaq capital market

4 terms

nasdaq listing rule 5250(c)(1) regulatory

"not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Filing Rule")"

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.

form 20-f regulatory

"has not yet filed its annual report on Form 20-F for the 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.

form 12b-25 regulatory

"The Company filed a Form 12b-25 (the "NT 20-F") which extended the due date"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

nasdaq capital market regulatory

"a company that listed on the Nasdaq Capital Market to timely file all required"

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.

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

HONG KONG, May 21, 2026 /PRNewswire/ -- mF International Limited (NASDAQ:MFI) ("mF International" or the "Company"), today announced that it has received written notification (the "Notification Letter") from The Nasdaq Stock Market LLC ("Nasdaq") dated May 18, 2026, notifying the Company that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Filing Rule") as it has not yet filed its annual report on Form 20-F for the year ended December 31, 2025 (the "Form 20-F"). The Filing Rule requires a company that listed on the Nasdaq Capital Market to timely file all required periodic financial reports on or before the date they are required to be filed. The Company filed a Form 12b-25 (the "NT 20-F") which extended the due date for the Form 20-F to May 15, 2026 but as of the date hereof the Company has not yet filed the Form 20-F.

The Notification Letter has no immediate effect on the listing or trading of the Company's class A ordinary shares on the Nasdaq Capital Market. In accordance with Nasdaq's listing rules, the Company has until July 17, 2026 to submit a plan of compliance to Nasdaq addressing how the Company intends to regain compliance with the Filing Rule (the "Plan"). If Nasdaq accepts the Plan, Nasdaq may grant the Company up to 180 calendar days from the filing's due date, or until November 11, 2026, to regain compliance. If Nasdaq does not accept the Plan, various appeal options exist under applicable listing rules.

The Company is currently working with its accounting, audit and legal professionals to prepare and submit the Plan to Nasdaq and to prepare the Form 20-F. During this time, the Company expects that its class A ordinary shares will continue to be listed and traded on the Nasdaq Capital Market.

About mF International Limited

mF International Limited is a British Virgin Islands holding company with operating subsidiaries in Hong Kong. The Company's principal Hong Kong operating subsidiary, m-FINANCE, is a Hong Kong-based experienced financial trading solution provider principally engaged in the development and provision of financial trading solutions via internet or platform as software as a service, or SaaS. mF has announced its plans to initiate a digital asset treasury strategy, which will include investments in BCH (Bitcoin Cash) and other digital assets; to develop BCH self-mining capabilities; and to apply for an insurance license to operate a digital asset-denominated direct life insurance business. For more information, please visit the Company's website: https://ir.m-finance.com/.

Forward-Looking Statements

Any statements in this press release about future expectations, plans and prospects for the Company, including the Company's plans to file its annual report on Form 20-F for the year ended December 31, 2025, expectations to expand its digital asset treasury strategy and other statements containing the words "believe," "expect," "intend," "may," "projects," "will," "planned," and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. 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 reporting timelines, financial condition, results of operations, business strategy and financial needs. 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. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date hereof.

Contact Information

mF International Limited
Investor Relations Department
Email: ir@mfi.ltd

ICR, LLC
Email: mFInternational.IR@icrinc.com

View original content:https://www.prnewswire.com/news-releases/mfi-received-nasdaq-notification-regarding-filing-rule-deficiency-302779081.html

SOURCE mF International Limited

FAQ

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

Why did mF International (NASDAQ:MFI) receive a Nasdaq filing deficiency notice on May 21, 2026?

mF International received a Nasdaq deficiency notice for not filing its 2025 Form 20-F on time. According to mF International, the report remained unfiled even after a Form 12b-25 extension to May 15, 2026.

Does the Nasdaq filing deficiency affect trading of mF International (MFI) shares?

The notice has no immediate effect on trading of mF International’s class A ordinary shares. According to mF International, its shares are expected to continue listing and trading on the Nasdaq Capital Market while it works to regain compliance.

What deadlines has Nasdaq set for mF International (MFI) to regain filing compliance?

Nasdaq gave mF International until July 17, 2026 to submit a compliance plan. According to mF International, if Nasdaq accepts this plan, it may have until November 11, 2026 to regain compliance with the filing rule.

What specific Nasdaq rule is mF International (MFI) not compliant with?

mF International is not compliant with Nasdaq Listing Rule 5250(c)(1), which requires timely periodic filings. According to mF International, the missing document is its annual report on Form 20-F for the year ended December 31, 2025.

How is mF International (MFI) responding to the Nasdaq filing deficiency notice?

mF International is preparing a compliance plan and its delayed Form 20-F. According to mF International, it is working with accounting, audit and legal professionals to submit the plan to Nasdaq and complete the required annual filing.