BGM Group restores Nasdaq filing compliance status

BGM Group Ltd reports that it has regained compliance with Nasdaq Listing Rule 5250(c)(1) after filing its delayed annual report on Form 20-F for the fiscal year ended September 30, 2025.

Accepted by SEC EDGAR 07/28/2026 - 08:30 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

BGM Group Ltd reports that it has regained compliance with Nasdaq Listing Rule 5250(c)(1) after filing its delayed annual report on Form 20-F for the fiscal year ended September 30, 2025.

The company previously received a notice from Nasdaq Staff in February 2026 for not timely filing this 2025 Annual Report. BGM Group filed the Form 20-F on July 21, 2026. On July 24, 2026, Nasdaq Staff informed the company that, based on this filing, it now complies with the periodic reporting requirement in Listing Rule 5250(c)(1).

Key Figures

Fiscal year end: September 30, 2025 Form 20-F filing date: July 21, 2026 Nasdaq compliance confirmation date: July 24, 2026

3 metrics

Fiscal year end September 30, 2025 Fiscal year covered by the 2025 Annual Report on Form 20-F

Form 20-F filing date July 21, 2026 Date BGM Group filed its 2025 Annual Report on Form 20-F

Nasdaq compliance confirmation date July 24, 2026 Date Nasdaq Staff determined the company complies with Listing Rule 5250(c)(1)

Key Terms

Nasdaq Listing Rule 5250(c)(1), Form 20-F, foreign private issuer

3 terms

Nasdaq Listing Rule 5250(c)(1) regulatory

"the Company was not in compliance with the periodic filing requirement set forth in 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.

Form 20-F regulatory

"had not yet filed its annual report on Form 20-F for the fiscal year ended September 30, 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.

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT RULE 13a-16 OR 15d-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BGM (BGM) disclose in its July 2026 Form 6-K?

BGM Group Ltd disclosed that it has regained compliance with Nasdaq Listing Rule 5250(c)(1). The company received confirmation after filing its delayed 2025 Annual Report on Form 20-F for the fiscal year ended September 30, 2025, with the U.S. Securities and Exchange Commission.

Why was BGM (BGM) previously out of compliance with Nasdaq rules?

BGM Group Ltd was previously out of compliance because it had not timely filed its Form 20-F for the fiscal year ended September 30, 2025. Nasdaq Staff cited this delay as a violation of the periodic filing requirement in Listing Rule 5250(c)(1).

When did BGM (BGM) file its delayed 2025 Form 20-F?

BGM Group Ltd filed its delayed 2025 Annual Report on Form 20-F on July 21, 2026. This filing covered the fiscal year ended September 30, 2025, and served as the basis for Nasdaq Staff to reassess the company’s compliance with its reporting rule.

When did Nasdaq confirm BGM (BGM) is back in compliance?

Nasdaq Staff confirmed BGM Group Ltd is back in compliance on July 24, 2026. In a letter, Nasdaq Staff stated that, based on the company’s filing of its 2025 Form 20-F, BGM now complies with Nasdaq Listing Rule 5250(c)(1) governing periodic reports.

What Nasdaq rule is relevant to BGM (BGM) in this update?

The update centers on Nasdaq Listing Rule 5250(c)(1), which addresses periodic reporting requirements. BGM Group Ltd had been cited for late filing of its 2025 Form 20-F, and Nasdaq Staff has now determined that the company complies with this reporting rule.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 July 2026

Commission File Number: 001-39805

BGM Group Ltd

No.152 Hongliang East 1st Street, No. 1703,

Tianfu New District, Chengdu, 610200,

People’s Republic of China

+86-028-64775180

(Address of principal executive office)

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

Form 20-F x     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): ¨

Regained Compliance with Nasdaq Listing Rule 5250(c)(1)

As previously disclosed in the press release on February 26, 2026, BGM Group Ltd. (the “Company”) received a notification from the Listing Qualifications Department (the “Nasdaq Staff”) of The Nasdaq Stock Market LLC that the Company was not in compliance with the periodic filing requirement set forth in Nasdaq Listing Rule 5250(c)(1) (the “Rule”), because the Company had not yet filed its annual report on Form 20-F for the fiscal year ended September 30, 2025 (the “2025 Annual Report”) in a timely manner.

On July 21, 2026, the Company filed the 2025 Annual Report to the Securities and Exchange Commission.

On July 24, 2026, the Company received a letter from Nasdaq Staff stating that, based on the Company’s filing of the 2025 Annual Report, the Nasdaq Staff has determined that the Company complies with the Rule. Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5250(c)(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, thereunto duly authorized.

Dated: July 28, 2026

BGM GROUP LTD.

By:	/s/ Huandi Zhao
Name: Huandi Zhao
Title: Co-Chief Executive Officer and Director (Principal Executive Officer)