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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 27, 2026
AGAPE
ATP CORPORATION
(Exact
name of Registrant as specified in its charter)
| Nevada |
|
001-41835 |
|
36-4838886 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File Number) |
|
Identification
No.) |
1705
– 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia,
Taman
Desa, Kuala Lumpur, Malaysia (Postal Code: 58100).
(Address
of principal executive offices, including zip code)
Registrant’s
phone number, including area code
+(60)
192230099
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| |
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
|
| |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 |
|
ATPC |
|
NASDAQ
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
January 27, 2026, Agape ATP Corporation (the “Company”) received a letter from the Listing Qualifications staff of The Nasdaq
Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company for the period from December
10, 2025 to January 26, 2026, 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.
Nasdaq
has provided the Company with an 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 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 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
requirement.
On
January 29, 2026, the Company issued a press release (the “Press Release”) announcing receipt of the letter from Nasdaq.
The Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Exhibit
Index
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated January 29, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Date:
January 29, 2026 |
AGAPE
ATP CORPORATION |
| |
|
|
| |
By: |
/s/
How Kok Choong |
| |
Name: |
How
Kok Choong |
| |
Title: |
Chief
Executive Officer, President, Director, Secretary and Treasurer (Principal Executive Officer) |