QMMM Announces Receipt of Delinquency Notification from Nasdaq

Rhea-AI Summary

QMMM (NASDAQ: QMMM) received a Nasdaq notice on February 18, 2026, for failure to file its Form 20-F for fiscal year ended September 30, 2025, triggering noncompliance with Nasdaq Listing Rule 5250(c)(1). The company has 60 days to submit a compliance plan and may receive up to a 180-day exception, extending the filing deadline to August 17, 2026.

Nasdaq will weigh filing likelihood, past compliance, reasons for delay, corporate events, financial condition and disclosures. Trading of Class A ordinary shares is not currently affected, and the company is working with accounting, audit and legal advisors to prepare the plan.

Positive

• Trading unaffected currently for Class A ordinary shares
• Company has 60 days to submit a Nasdaq compliance plan
• Potential 180-day exception extends deadline to August 17, 2026

Negative

• Delinquent on Form 20-F for fiscal year ended September 30, 2025
• Noncompliance with Nasdaq Listing Rule 5250(c)(1) noted
• Regulatory risk if Nasdaq rejects the compliance plan or appeals

Key Figures

Compliance plan window: 60 calendar days Exception period: 180 calendar days Compliance deadline: August 17, 2026 +5 more

8 metrics

Compliance plan window 60 calendar days Period to submit Nasdaq compliance plan after 20-F delinquency notice

Exception period 180 calendar days Maximum period Nasdaq may grant to regain compliance

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

Fiscal year-end September 30, 2025 Year-end for delinquent Form 20-F

Offering shares 40,000,000 shares Best-efforts Class A ordinary share offering (Jun 2025 prospectus)

Offering price US$0.20 per share Fixed price in 424(b)(4) best-efforts offering

Gross proceeds US$8.0 million Maximum gross proceeds from 40,000,000-share offering

Discount to market 79% Approximate discount to US$0.96 last close on June 18, 2025

Market Reality Check

Price: $119.40 Vol: Volume 770,963 vs 20-day ...

low vol

$119.40 Last Close

Volume Volume 770,963 vs 20-day average 1,856,723 indicates lighter-than-normal trading. low

Technical Price 119.40 is trading well above the 200-day MA of 8.59.

Peers on Argus

QMMM gained 19.4% while peers showed modest, mixed moves: MGNI +0.66%, WPP +0.16...

QMMM gained 19.4% while peers showed modest, mixed moves: MGNI +0.66%, WPP +0.16%, IPG -0.36%, ZD +3.26%, OMC +1.83%, suggesting a stock-specific reaction rather than a sector-wide move.

Historical Context

1 past event · Latest: Sep 09 (Positive)

Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Sep 09	Crypto strategy launch	Positive	+1736.7%	Announced AI-driven crypto platform and $100M cryptocurrency treasury strategy.

Pattern Detected

Available history shows at least one prior corporate announcement (crypto strategy) that coincided with an exceptionally large positive price reaction.

Recent Company History

In the past year, QMMM moved from IPO-related activity to aggressive strategic repositioning. A Jun 2025 F-1 effectiveness and 424B4 prospectus detailed a best-efforts offering and highlighted structural and regulatory risks. In Sep 2025, the company announced a major push into cryptocurrency and blockchain AI, with a large planned crypto treasury, which coincided with a +1736.73% stock move. Subsequent 6-Ks described an SEC trading suspension, auditor changes, and board reshuffling, underscoring rising regulatory and governance complexity ahead of this Nasdaq delinquency notice.

Market Pulse Summary

This announcement centers on a Nasdaq delinquency notice for QMMM’s unfiled Form 20-F for the year e...

Analysis

This announcement centers on a Nasdaq delinquency notice for QMMM’s unfiled Form 20-F for the year ended September 30, 2025, triggering a 60-day plan window and a potential 180-day exception to regain compliance. In context of past events—an SEC trading suspension, auditor change, and aggressive crypto-related strategy—regulatory follow-through and timely filings appear key. Observers may watch progress on the compliance plan and any further Nasdaq or SEC correspondence.

Key Terms

nasdaq listing rule 5250(c)(1), form 20-f

2 terms

nasdaq listing rule 5250(c)(1) regulatory

"not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company has not yet"

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 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.

AI-generated analysis. Not financial advice.

Hong Kong, Feb. 23, 2026 (GLOBE NEWSWIRE) -- QMMM Holdings Limited (NASDAQ: QMMM) (the “Company” or “QMMM”), a digital media advertising, virtual avatar & virtual apparel technology service provider in Hong Kong, today announced that on February 18, 2026 it received a notice from Nasdaq stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company has not yet filed its annual report on Form 20-F for the fiscal year ended September 30, 2025.

Under Nasdaq rules, the Company now has 60 calendar days to submit a plan to regain compliance and, if such plan is accepted by Nasdaq, an exception of up to 180 calendar days from the original filing’s due date may be granted, or until August 17, 2026, to regain compliance. In determining whether to accept such plan, Nasdaq will consider such things as the likelihood that the filing, along with any subsequent periodic filing that will be due, can be made within the 180-day period, the Company’s past compliance history, the reasons for the late filing, other corporate events that may occur within Nasdaq’s review period, the Company’s overall financial condition and its public disclosures. Any subsequent periodic filing that is due within the 180-day exception period must be filed no later than the end of the period. If the plan to regain compliance is not accepted, the Company will have the opportunity to appeal that decision to a Hearings Panel.

The Company is currently working with its accounting, audit and legal professionals to prepare and submit a compliance plan to Nasdaq. Trading of the Company’s Class A Ordinary Shares on Nasdaq is not currently affected by this notice.

About QMMM Holdings Limited

QMMM Holdings Limited (the “Company”) is an award-winning digital advertising and marketing production services company. Through its operating subsidiaries ManyMany Creations Limited and Quantum Matrix Limited in Hong Kong, the Company has used interactive design, animation, art-tech and virtual technologies in over 500 commercial campaigns. The Company has worked with large domestic and international banks, real estate developers, world famous amusement park, top international athletic apparel and footwear brands and luxury cosmetic products and international brands for their advertising and creation work in Hong Kong. Standing prominently in Hong Kong for over 18 years in the industry, with top creativity, premium account servicing, and ever-advancing tech R&D, the Company continues to be one of the top premium choices for enterprises and multinational enterprises looking for large scale content-heavy and tech-integrated campaigns. The clients of the Company include local and international banks, real-estate developers, luxury brands, high fashion houses, and theme parks.

Safe Harbor Statement

This press release contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability to satisfy the closing conditions related to the offering, our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement.

Forward-looking statements are only predictions. The forward-looking events discussed in this press release and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this press release and other statements made from time to time by us or our representatives might not occur.

For enquiry, please contact:

QMMM Holdings Limited

Unit 1301, Block C,
Sea View Estate,
8 Watson Road,
Tin Hau, Hong Kong
Phone: +852 3549 6889
Email: info@qmmm.io

FAQ

Why did QMMM (NASDAQ: QMMM) receive a Nasdaq delinquency notice on February 18, 2026?

Because QMMM had not filed its Form 20-F for the fiscal year ended September 30, 2025. According to the company, Nasdaq issued the notice for noncompliance with Listing Rule 5250(c)(1), triggering the requirement to submit a plan to regain compliance.

What deadline does QMMM have to submit a compliance plan to Nasdaq after the February 18, 2026 notice?

QMMM has 60 calendar days to submit a plan to Nasdaq. According to the company, if Nasdaq accepts the plan an exception of up to 180 days may be granted, extending the deadline to August 17, 2026.

Will QMMM’s Nasdaq trading be suspended after the February 18, 2026 notice?

No, trading of QMMM Class A ordinary shares is not currently affected. According to the company, the notice is a compliance matter and does not immediately change trading status while the plan is prepared and reviewed.

What factors will Nasdaq consider when reviewing QMMM’s compliance plan after February 18, 2026?

Nasdaq will consider filing likelihood, past compliance history, reasons for late filing, corporate events, financial condition and public disclosures. According to the company, these factors determine whether the 180-day exception will be granted.

What happens if Nasdaq does not accept QMMM’s compliance plan after the February 18, 2026 notice?

If Nasdaq rejects the plan, QMMM may appeal the decision to a Hearings Panel. According to the company, the appeal process is available but could prolong regulatory review and listing uncertainty.

What steps is QMMM taking in response to the Nasdaq notice dated February 18, 2026?

QMMM is working with accounting, audit and legal professionals to prepare and submit a compliance plan. According to the company, these advisers are coordinating the required filings and supporting documentation for Nasdaq review.