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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: February 5, 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 58100
(Address
of principal executive offices) (Zip Code)
+(60) 192230099
(Registrant’s
telephone number, including area code)
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 (17 CFR 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 per share |
|
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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
As
previously announced on January 29, 2026, the Company received a letter (the “Notification Letter”) from the Listing
Qualifications Staff (the “Staff”) of The Nasdaq Stock Market, LLC (“Nasdaq”) on January 27, 2026, notifying
the Company that, based upon the closing bid price of the Company’s ordinary shares for the last 30 consecutive business days,
the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing
on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”), which matter serves as a basis
for delisting the Company’s securities from Nasdaq.
On
February 2, 2026, the Company received an additional Notification Letter notifying the Company that the Staff has determined to delist
the Company’s securities. The Staff’s determination was based on that as of January 30, 2026, the Company’s securities
had a closing bid of $0.10 or less for the last ten consecutive trading days, and accordingly, is subject to the provisions under Listing
Rule 5810(c)(3)(A)(iii), the “Low Priced Stocks” Rule.
The
Company has the opportunity to request a hearing with the Hearings Panel (the “Panel”), by February 9, 2026. The Company
intends to make the request on or prior to February 9, 2026. The hearing request will stay the suspension of the Company’s securities
and the filing of the Form 25-NSE pending the Panel’s decision. The fee for the hearing is $20,000.
Item
7.01. Regulation FD Disclosure.
On
February 5, 2026, the Company issued a press release announcing the delisting notice.
The
information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act, or the
Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 hereunto duly authorized.
| |
AGAPE
ATP CORPORATION |
| |
|
| Date:
February 5, 2026 |
By: |
/s/
How Kok Choong |
| |
Name:
|
How
Kok Choong |
| |
Title: |
Chief
Executive Officer, President, Director, Secretary and Treasurer (Principal Executive Officer) |
