NETCLASS TECHNOLOGY INC Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency

NETCLASS TECHNOLOGY (Nasdaq: NTCL) received a Nasdaq notice on Jan 27, 2026 that its 30-day closing bid price has fallen below the $1 minimum required under Nasdaq Rule 5550(a)(2).

Rhea-AI Summary

NETCLASS TECHNOLOGY (Nasdaq: NTCL) received a Nasdaq notice on Jan 27, 2026 that its 30-day closing bid price has fallen below the $1 minimum required under Nasdaq Rule 5550(a)(2).

Shares will continue trading under symbol NTCL. Nasdaq granted a 180-calendar-day compliance period until July 27, 2026. The company is evaluating options, including a possible reverse stock split, but stated there is no assurance it will regain compliance.

Positive

• Shares continue trading uninterrupted under symbol NTCL
• Nasdaq granted a 180-day compliance period until July 27, 2026
• Possible second compliance period available if other standards met

Negative

• Company is not compliant with Nasdaq $1 minimum bid price
• Risk of Nasdaq delisting if deficiency is not cured
• No assurance company can regain compliance within the cure period

Argus Jan 30 session

-4.81% close to close Open Argus

Details

News Market Reaction – NTCL

On Jan 30, the first trading day after this news, NTCL closed 4.81% below the previous close.

Data tracked by StockTitan Argus for the Jan 30 session.

Key Figures

Minimum bid price: $1.00 per share Deficiency evaluation period: 30 consecutive business days Initial compliance period: 180 calendar days +1 more

Minimum bid price

$1.00 per share

Nasdaq Listing Rule 5550(a)(2) requirement

Deficiency evaluation period

30 consecutive business days

Period over which closing bid was below $1

Initial compliance period

180 calendar days

Time granted by Nasdaq to regain minimum bid compliance

Compliance deadline

July 27, 2026

End of initial Nasdaq bid price compliance period

Historical Context

5 past events · Latest: Nov 14

5 events

1. Nov 14

   Private placement PIPE

   24h Move

   -5.9%

   Closed $2.4M PIPE financing via 1.5M new Class A shares.

2. Oct 22

   AI partnership MOU

   24h Move

   +5.2%

   Strategic MOU with RunSun Cloud to expand AI computing in SE Asia.

3. Oct 16

   Earnings restatement

   24h Move

   -5.5%

   Updated H1 FY2025 results showing revenue decline and sharply higher losses.

4. Sep 30

   Earnings results

   24h Move

   -7.6%

   Reported H1 FY2025 with lower margins, higher expenses and wider net loss.

5. Sep 15

   Private placement PIPE

   24h Move

   +3.2%

   Announced $2.4M PIPE financing to fund AI and blockchain initiatives.

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

Key Terms

nasdaq listing rules 5550(a)(2), minimum bid price, nasdaq capital market, reverse stock split

4 terms

nasdaq listing rules 5550(a)(2) regulatory

"no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2)"

Nasdaq Listing Rule 5550(a)(2) is a Nasdaq Capital Market standard that sets a minimum share-price requirement companies must meet to list their common stock on that market. Think of it as a minimum entrance score for a club: if a stock trades below the required price, the company can face warnings or removal, which matters to investors because it affects liquidity, tradability and perceptions of company stability.

minimum bid price financial

"to maintain a minimum bid price of $1 per share"

The minimum bid price is the lowest share price that a market, regulator, or specific offering will accept for a trade, listing, or auction—think of it as a reserve or floor that a stock must meet to qualify for certain actions. It matters to investors because falling below that floor can limit trading options, trigger compliance measures or delisting risks, and affect liquidity and the perceived value of a holding, much like a reserve price in an auction sets the baseline for a sale.

nasdaq capital market regulatory

"initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement"

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.

reverse stock split financial

"by effecting a reverse stock split, if necessary"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

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

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SINGAPORE and HONG KONG, Jan. 29, 2026 (GLOBE NEWSWIRE) -- NETCLASS TECHNOLOGY INC (Nasdaq: NTCL; the “Company” or “NetClass”), a leading B2B smart education IT solutions provider with offices in Shanghai, Hong Kong, Singapore and Tokyo, today announced that, on January 27, 2026, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that based on the closing bid price of the Class A ordinary shares of the Company for the last 30 consecutive business days, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share.

The notification has no immediate effect on the listing or trading of the Company’s Class A ordinary shares on Nasdaq, and the shares will continue to trade uninterrupted under the symbol “NTCL”. Nasdaq has provided the Company with a 180 calendar-days compliance period, or until July 27, 2026, in which to regain compliance with Nasdaq continued listing requirement. In the event that the Company does not regain compliance in the compliance period, the Company may be eligible for additional time, should the Company meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and is able to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.

The Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirement. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing requirements.

About NETCLASS TECHNOLOGY INC
NETCLASS TECHNOLOGY INC is a leading B2B smart education specialist with offices in Shanghai, Hong Kong, Singapore, and Tokyo, providing innovative IT solutions to schools, training institutions, corporations, public agencies, and other organizations. Our services include SaaS subscription services and application software development, with solutions spanning teaching and campus management, online teaching, examinations, epidemic prevention, data storage, EDC (Education Credit) blockchain systems, and lecturer evaluation services. Our mission is to deliver reliable, high-quality products that drive sustainable growth for our customers. For more information, please visit the Company’s website: https://ir.netclasstech.com

Forward-Looking Statements
All statements other than statements of historical fact 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,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other 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 investor and media inquiries, please contact:
NETCLASS TECHNOLOGY INC
Investor Relations
Email: ir@netclasstech.com

Jackson Lin
Lambert by LLYC
Phone: +1 (646) 717-4593
Email: jian.lin@llyc.global

FAQ

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

What did NTCL disclose about the Nasdaq minimum bid price deficiency?

The company said it received a Nasdaq notice that NTCL's 30-day closing bid fell below $1. According to the company, Nasdaq provided a 180-day compliance period until July 27, 2026, for the company to regain the minimum bid-price requirement.

Will NTCL shares stop trading after the Nasdaq notice?

No, NTCL shares will continue trading uninterrupted under the symbol NTCL. According to the company, the notice has no immediate effect on listing or trading while the company works to regain compliance.

How long does NTCL have to regain Nasdaq compliance for the $1 bid-price rule?

NTCL has a 180-calendar-day compliance period ending July 27, 2026. According to the company, Nasdaq may allow a second compliance period if other listing standards are met and the company notifies Nasdaq of intent to cure.

Could NTCL use a reverse stock split to cure the Nasdaq deficiency?

Yes, a reverse stock split is a possible cure if needed to meet the $1 bid-price requirement. According to the company, it may effect a reverse split during a secondary compliance period if eligible.

What are the risks for NTCL investors from the Nasdaq deficiency notice?

Primary risks include potential delisting if the company cannot regain compliance within the cure periods. According to the company, there is no assurance it will successfully cure the deficiency, creating listing uncertainty.