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 May 2026
Commission
File Number: 001-42915
Alps
Group Inc
(Registrant’s
Name)
Unit
E-18-01 & E-18-02, Level 18, Icon Tower (East)
No.
1, Jalan 1/68F, Jalan Tun Razak
50400
Kuala Lumpur
Wilayah
Persekutuan, Malaysia
(Address
of Principal Executive Offices)
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 ☐
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): ☐
Information
Contained in this Form 6-K Report
Attached
hereto as Exhibit 99.1 is a press release, dated May 19, 2026, issued by Alps Group Inc (the “Company”) regarding the receipt
of a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC, dated April 13, 2026. The letter
notified the Company that the minimum bid price per share of its ordinary shares had been below $1.00 for 30 consecutive business days
and, as a result, the Company is currently not in compliance with the minimum bid price requirement for continued listing.
The
notification has no immediate effect on the listing or trading of the Company’s ordinary shares on Nasdaq, and it does not affect
the Company’s current business operations or financial condition. Nasdaq has provided the Company with a compliance period of 180
calendar days, or until November 11, 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 an additional 180 calendar days, should
the Company meet the continued listing requirement for market value of publicly held shares and all other initial listing standards,
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, 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 requirement.
Exhibits
| Exhibit
No. |
|
Description |
| 99.1* |
|
Press Release dated May 19, 2026 |
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.
| |
Alps
Group Inc |
| |
|
|
| Date:
May 19, 2026 |
By: |
/s/
Dr. Tham Seng Kong |
| |
Name:
|
Dr.
Tham Seng Kong |
| |
Title: |
Chief
Executive Officer and Director |
Exhibit
99.1
Alps
Group Inc Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency
KUALA
LUMPUR, Malaysia, May 19, 2026 (GLOBE NEWSWIRE) — Alps Group Inc (the “Company” or “Alps Group”), the parent
company of Alps Life Sciences Inc. (“Alps Holdco”), a fully integrated biotechnology research and healthcare platform specializing
in predictive, preventive, and precision medicine, today announced that on May 15, 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 ordinary shares of the Company for the last 30 consecutive business days, the Company is currently not in compliance with the
continued listing requirement of Nasdaq under Nasdaq Listing Rules 5450(a)(1), which requires the Company to maintain a minimum bid price
of $1.00 per share.
The
notification has no immediate effect on the listing or trading of the Company’s ordinary shares on Nasdaq, and it does not affect
the Company’s current business operations or financial condition. Nasdaq has provided the Company with a compliance period of 180
calendar days, or until November 11, 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 an additional 180 calendar days, should
the Company meet the continued listing requirement for market value of publicly held shares and all other initial listing standards,
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, 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 requirement.
About
Alps Group
Alps
Group Inc is the parent company of Alps Life Sciences Inc., an integrated biotechnology platform integrating research and development,
medical services, and wellness solutions of advanced therapies under one unified ecosystem aimed at improving healthcare outcomes globally.
Alps Group’s mission is to create a fair healthcare ecosystem, to make advance predictive, preventive, and precision medicine accessible
and affordable.
Forward-Looking
Statements
Certain
statements in this press release may be considered to contain certain “forward-looking statements” within the meaning of
“safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified
by words such as: “target,” “believe,” “expect,” “will,” “shall,” “may,”
“anticipate,” “estimate,” “would,” “positioned,” “future,” “forecast,”
“intend,” “plan,” “project” and other similar expressions that predict or indicate future events
or trends or that are not statements of historical matters. Forward-looking statements are neither historical facts nor assurances of
future performance. Instead, they are based only on the Company management’s current beliefs, expectations, and assumptions. Because
forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that
are difficult to predict and many of which are outside of our control. Actual results and outcomes may differ materially from those indicated
in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
A
further list and description of risks and uncertainties can be found in documents filed with the Securities and Exchange Commission (“SEC”)
by the Company and other documents that we may file or furnish with the SEC, which you are encouraged to read. Any forward-looking statement
made by us in this press release is based only on information currently available to the Company and speaks only as of the date on which
it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may
be made from time to time, whether as a result of new information, future developments, or otherwise, except as required by law.
Investor
Relations Contact
Philip
Carlson
KCSA
Strategic Communications
212-896-1233
alps@kcsa.com
