Nasdaq warns Agroz Inc. (AGRZ) over sub-$1 minimum bid price

Rhea-AI Filing Summary

Agroz Inc. received a notice from Nasdaq that its ordinary shares have closed below the required $1.00 minimum bid price for 30 consecutive business days, triggering non-compliance with Nasdaq Listing Rule 5550(a)(2).

The company has 180 days, until August 17, 2026, to regain compliance by having a closing bid of at least $1.00 for ten straight business days. If it still does not comply, Agroz may qualify for an additional 180-day extension if it meets other Nasdaq listing standards and formally states an intention to cure the issue, including potentially using a reverse stock split. If compliance is not restored and no extension or cure is achieved, Nasdaq may move to delist the shares, which Agroz could then appeal. The company plans to monitor its share price and consider available options.

Positive

• None.

Negative

• Nasdaq minimum bid-price deficiency increases the risk of Agroz Inc.’s ordinary shares eventually being delisted if the company cannot restore the price to at least $1.00 for the required period within the Nasdaq cure timetable.

Insights

Equity market structure analyst

Nasdaq bid-price non-compliance introduces listing risk for Agroz.

Agroz Inc. has fallen below Nasdaq’s $1.00 minimum bid for 30 consecutive business days, formally placing it out of compliance with Listing Rule 5550(a)(2). This does not immediately affect trading but starts a defined cure timetable.

The company has until August 17, 2026 to achieve a closing bid of at least $1.00 for ten straight business days. If other initial listing standards are met, Agroz could receive another 180-day extension, often tied to actions such as a reverse stock split.

If the price does not recover and no effective remedy is implemented at least ten business days before the compliance deadline, Nasdaq may initiate delisting, with an appeal process available. Actual impact on shareholders will depend on whether Agroz restores compliance within the current or any extended period.

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 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of February 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 offices)

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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Nasdaq Minimum Bid Price Deficiency Letter

On February 17, 2026, Agroz Inc. (the “Company”) received a deficiency letter (“Deficiency Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Capital Market (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive business days, the closing bid price for the Company’s Ordinary Shares, par value $0.0001 per share (the “Ordinary Shares”), was below the minimum $1.00 per share requirement for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”).

The Company’s receipt of this Deficiency Letter has no immediate effect on the Company’s Nasdaq listing. In accordance with Nasdaq rules, the Company has been provided an initial period of 180 calendar days, or until August 17, 2026 (the “Compliance Date”, and such 180 day period, the “Compliance Period”), to regain compliance with the Bid Price Requirement. Pursuant to the Deficiency Letter, if at any time during the Compliance Period the closing bid price of the Ordinary Shares is at least $1 for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and such matter will be closed.

If the Company does not regain compliance during the Compliance Period, the Company may be eligible for an extension of an additional 180 calendar days, provided that the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq except for the Bid Price Requirement, and provide a written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company chooses to implement a reverse stock split, it must complete such split no later than ten (10) business days prior to the Compliance Date. If it appears to the Staff that the Company will not be able to cure its deficiency, or if the Company is otherwise not eligible, Nasdaq will notify the Company of its determination to delist the Company’s Ordinary Shares, at which point the Company will have an opportunity to appeal the delisting determination to a Hearings Panel.

The Company intends to monitor the closing bid price of the Common Shares and may, if appropriate, consider available options to regain compliance with the Bid Price Requirement.

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, thereunto duly authorized.

	AGROZ INC.
Date: February 18, 2026	By:	/s/ Gerard Kim Meng Lim
		Gerard Kim Meng Lim
		Chief Executive Officer

FAQ

What did Agroz Inc. (AGRZ) disclose in this Nasdaq notice?

Agroz Inc. disclosed that Nasdaq notified it of non-compliance with the $1.00 minimum bid-price rule after 30 consecutive business days below that level, starting a formal cure period with potential delisting if compliance is not restored.

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

Agroz has an initial 180-day period, until August 17, 2026, to regain compliance by achieving a closing bid of at least $1.00 for ten consecutive business days, as outlined in Nasdaq’s deficiency letter.

Can Agroz Inc. (AGRZ) get more time beyond August 17, 2026?

Agroz may receive an additional 180-day extension if it meets Nasdaq’s other initial listing standards, including market value of publicly held shares, and submits written notice of its intention to cure the bid-price deficiency.

What steps might Agroz Inc. (AGRZ) take to fix the bid-price issue?

The company may consider options such as a reverse stock split to raise its share price. Any reverse split must be completed at least ten business days before the applicable Nasdaq compliance deadline to count toward curing the deficiency.

What happens if Agroz Inc. (AGRZ) cannot regain Nasdaq compliance?

If Agroz fails to regain compliance and is not eligible for, or successful in, any extension, Nasdaq may move to delist its ordinary shares. Agroz would then have an opportunity to appeal the delisting decision to a Nasdaq Hearings Panel.

Does the Nasdaq deficiency letter immediately affect AGRZ trading?

The deficiency letter has no immediate effect on Agroz’s Nasdaq listing or trading. It formally notifies the company of non-compliance and starts the cure period during which the shares continue to trade under existing conditions.