Agroz (AGRZ) marked non-compliant by Nasdaq for missing 2025 Form 20-F

Rhea-AI Filing Summary

Agroz Inc. reports that Nasdaq has notified the company it is no longer in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not filed its Form 20-F for the year ended December 31, 2025. The company has 60 calendar days, until July 17, 2026, to submit a plan to regain compliance.

If Nasdaq accepts the plan, Agroz may receive up to 180 calendar days from the Form 20-F due date, until November 11, 2026, to regain compliance. If Nasdaq does not accept the plan, the company can appeal to a Hearings Panel. Nasdaq will list Agroz as non-compliant, add a non-compliance indicator to market data, and requires a prompt public announcement, with a potential trading halt if this announcement is not made.

Positive

• None.

Negative

• Nasdaq non-compliance and listing risk: Agroz has been notified it no longer complies with Nasdaq Listing Rule 5250(c)(1) due to its overdue Form 20-F, faces deadlines to submit an acceptable compliance plan, and risks trading halts or further listing actions if requirements are not met.

Insights

Equity market structure analyst

Agroz faces a Nasdaq compliance deadline tied to its overdue Form 20-F.

Agroz Inc. has been flagged by Nasdaq for failing to file its Form 20-F for the year ended December 31, 2025, triggering non-compliance with Nasdaq Listing Rule 5250(c)(1). The key issue is timely periodic reporting, which is a core continued-listing requirement.

The company has 60 calendar days from the May 18, 2026 notice, until July 17, 2026, to submit a compliance plan that Nasdaq finds acceptable. Nasdaq may then allow up to 180 calendar days from the original due date, until November 11, 2026, for Agroz to regain compliance, but this is discretionary.

Nasdaq will label Agroz as non-compliant on its website and via a market-data indicator, which can affect perception among traders. The company is required to promptly issue a public announcement describing the deficiency; failure to do so would result in a trading halt, adding operational pressure until the reporting delay is resolved.

Key Figures

Compliance plan deadline: July 17, 2026 Maximum exception period: November 11, 2026 Form year-end: December 31, 2025 +2 more

5 metrics

Compliance plan deadline July 17, 2026 60 calendar days from May 18, 2026 Nasdaq notice

Maximum exception period November 11, 2026 Up to 180 calendar days from Form 20-F due date

Form year-end December 31, 2025 Year-end for overdue Form 20-F

Business days before non-compliance listing 5 business days Time after notice before Agroz appears on Nasdaq’s non-compliant list

Announcement window 4 business days Time to publicly announce receipt of Nasdaq notice

Key Terms

Form 20-F, Nasdaq Listing Rule 5250(c)(1), Listing Qualifications Department, Hearings Panel, +1 more

5 terms

Form 20-F regulatory

"because the Company has not yet filed its Form 20-F for the year ended December 31, 2025"

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

"the Company no longer complies with Nasdaq Listing Rule 5250(c)(1)"

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.

Listing Qualifications Department regulatory

"received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC"

A listing qualifications department is the part of a stock exchange that checks whether a company meets the exchange’s rules for being listed and staying listed. Think of it as a gatekeeper or building inspector: it reviews financial statements, disclosure practices and corporate governance, flags problems and can require fixes or remove a company’s shares. Investors care because its decisions affect whether a stock remains tradable and how much trust to place in a company’s reporting.

Hearings Panel regulatory

"the Company may appeal the decision to a Hearings Panel"

A hearings panel is a small group of officials or experts who hold formal sessions to review evidence, question parties, and make decisions about regulatory compliance, discipline, or approvals. Think of it like a review board or courtroom for business and market issues: its findings can lead to fines, changes in a company’s permissions, or even delisting. Investors pay attention because the panel’s rulings can directly affect a company’s operations, reputation and share price.

MarketWatch Department regulatory

"and to submit the announcement to Nasdaq’s MarketWatch Department within the timing prescribed"

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number 001-42885

Agroz Inc.

(Translation of registrant’s name into English)

No. 2, Lorong Teknologi 3/4A, Taman Sains Selangor, Kota Damansara,

47810 Petaling Jaya, Selangor, Malaysia

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒          Form 40-F ☐

Nasdaq Notice Regarding Form 20-F Filing Delinquency

On May 18, 2026, Agroz Inc. (the “Company”) received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because the Company has not yet filed its Form 20-F for the year ended December 31, 2025 (the “Form 20-F”), the Company no longer complies with Nasdaq Listing Rule 5250(c)(1).

Under the Notice, the Company has 60 calendar days to submit a plan to regain compliance (“Plan”), or July 17, 2026. If Nasdaq accepts the Plan, Nasdaq may grant an exception of up to 180 calendar days from the Form 20-F’s due date, or until November 11, 2026, for the Company to regain compliance.

If Nasdaq does not accept the Plan, the Company may appeal the decision to a Hearings Panel. The Notice also requires the Company to make a public announcement disclosing receipt of the Notice as promptly as possible and no later than four (4) business days after receipt; to include in that announcement the continued listing criteria that the Company does not meet and a description of each specific basis and concern identified by Nasdaq; and to submit the announcement to Nasdaq’s MarketWatch Department within the timing prescribed in the Notice. If the Company fails to make the required announcement, trading in the Company’s securities will be halted.

Nasdaq stated that, beginning five business days from the date of the Notice, the Company will be included on Nasdaq’s list of non-compliant companies posted on its website. Nasdaq also stated that an indicator reflecting the Company’s non-compliance will be broadcast over Nasdaq’s market data dissemination network and made available to third-party market data providers.

The Company will proceed to preparing the Plan. However, the Company cannot assure that Nasdaq will accept the Plan, that Nasdaq will grant an exception to the Company’s non-compliance, or that the Company will regain compliance within any exception period.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder.

	Agroz Inc.
	By:	/s/ Gerard Kim Meng Lim
		Gerard Kim Meng Lim Chief Executive Officer

Date: May 19, 2026

2

FAQ

Why did Nasdaq notify Agroz Inc. (AGRZ) of non-compliance?

Nasdaq notified Agroz Inc. of non-compliance because the company has not filed its Form 20-F for the year ended December 31, 2025. This delay violates Nasdaq Listing Rule 5250(c)(1), which requires timely filing of required periodic financial reports.

How long does Agroz Inc. (AGRZ) have to regain Nasdaq compliance?

Agroz has 60 calendar days from the May 18, 2026 notice, until July 17, 2026, to submit a compliance plan. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the Form 20-F due date, until November 11, 2026, to regain compliance.

What happens if Nasdaq rejects Agroz Inc.’s (AGRZ) compliance plan?

If Nasdaq does not accept Agroz’s plan to regain compliance, the company may appeal the decision to a Nasdaq Hearings Panel. The outcome of that appeal process would determine any further listing actions affecting the company’s securities.

How will Nasdaq’s non-compliance notice affect Agroz Inc. (AGRZ) trading status?

Nasdaq will add Agroz to its online list of non-compliant companies and broadcast a non-compliance indicator over its market data network. If Agroz fails to make the required public announcement, trading in the company’s securities will be halted.

What public disclosure must Agroz Inc. (AGRZ) make after the Nasdaq notice?

Agroz must promptly issue a public announcement within four business days of the May 18, 2026 notice. The announcement must describe the specific Nasdaq continued listing criteria it does not meet and the bases and concerns identified by Nasdaq in the notice.

What specific filing caused Agroz Inc. (AGRZ) to become non-compliant with Nasdaq?

Non-compliance arose because Agroz has not yet filed its Form 20-F for the year ended December 31, 2025. Timely submission of this annual report is required under Nasdaq Listing Rule 5250(c)(1) for continued listing on The Nasdaq Stock Market.