Instinct Bio flagged for three Nasdaq listing breaches

Instinct Bio faces three Nasdaq Global Market listing deficiencies on value and bid price, with 180-day compliance windows and potential delisting risk if unmet.

Rhea-AI Filing Summary

INSTINCT BIO TECHNICAL COMPANY HOLDINGS INC. (BIOT) reports that Nasdaq has notified it of three separate deficiencies with continued listing standards for the Nasdaq Global Market. Nasdaq found that from July 28, 2026 to September 8, 2026 the Company’s market value of listed securities (MVLS) was below US$50,000,000, and from July 29, 2026 to September 9, 2026 the market value of publicly held shares (MVPHS) was below US$15,000,000, breaching Listing Rules 5450(b)(2)(A), 5450(b)(3)(A), 5450(b)(2)(C) and 5450(b)(3)(C).

Nasdaq also determined that the Company’s ordinary share minimum bid price was below US$1.00 during the July 29, 2026 to September 9, 2026 period, violating Listing Rule 5450(a)(1). Each notice currently has no immediate effect on trading, but BIOT has 180 calendar days to regain compliance for MVLS (until March 8, 2027) and for MVPHS and bid price (until March 9, 2027). If compliance is not restored, Nasdaq may initiate delisting, though Instinct Bio could appeal or seek transfer to the Nasdaq Capital Market. The Company states it is evaluating options and notes there is no guarantee it will regain or maintain compliance.

Positive

• None.

Negative

• Three Nasdaq listing deficiencies were reported for MVLS, MVPHS, and minimum bid price, creating a clear risk that BIOT’s securities could be delisted from the Nasdaq Global Market if compliance is not regained within the specified periods.

Filing Explained

The filing incorporates the first four paragraphs and the forward-looking-statements section of its Nasdaq release into the Company’s Form F-4 registration statement, effective September 15, 2026 unless later filings supersede them.

Key Figures

Market Value of Listed Securities (MVLS) Requirement: US$50,000,000 Market Value of Publicly Held Shares (MVPHS) Requirement: US$15,000,000 Minimum Bid Price Requirement: US$1.00 per share +4 more

7 metrics

Market Value of Listed Securities (MVLS) Requirement US$50,000,000 Minimum MVLS required for continued listing on the Nasdaq Global Market under Listing Rule 5450(b)(2)(A)

Market Value of Publicly Held Shares (MVPHS) Requirement US$15,000,000 Minimum MVPHS required for continued listing on the Nasdaq Global Market under Listing Rules 5450(b)(2)(C) and 5450(b)(3)(C)

Minimum Bid Price Requirement US$1.00 per share Minimum bid price required for continued listing on the Nasdaq Global Market under Listing Rule 5450(a)(1)

MVLS compliance deadline March 8, 2027 End of 180-day compliance period to cure MVLS deficiency

MVPHS and bid price compliance deadline March 9, 2027 End of 180-day compliance periods to cure MVPHS and minimum bid price deficiencies

MVLS deficiency measurement period July 28, 2026 to September 8, 2026 Period during which MVLS was below US$50,000,000

MVPHS and bid price deficiency period July 29, 2026 to September 9, 2026 Period during which MVPHS was below US$15,000,000 and bid price was below US$1.00

Key Terms

market value of the Company’s listed securities, market value of the Company’s publicly held shares, Nasdaq Global Market, Nasdaq Capital Market, +2 more

6 terms

market value of the Company’s listed securities financial

"because the market value of the Company’s listed securities (“MVLS”) was below"

market value of the Company’s publicly held shares financial

"because the market value of the Company’s publicly held shares (“MVPHS”) was below"

Nasdaq Global Market market

"minimum requirement for continued listing on The Nasdaq Global Market under"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

Nasdaq Capital Market market

"applying to transfer its securities to The Nasdaq Capital Market, provided that"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

reverse share split financial

"intention to cure the deficiency during the second compliance period by effecting a reverse share split"

A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.

forward-looking statements regulatory

"This press release contains forward-looking statements that are within the safe harbor"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

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

What Nasdaq compliance issues did INSTINCT BIO (BIOT) disclose in this Form 6-K?

Instinct Bio disclosed three Nasdaq deficiencies: market value of listed securities below US$50,000,000, market value of publicly held shares below US$15,000,000, and a minimum bid price below US$1.00 per share over specified periods.

What are the compliance deadlines Nasdaq gave BIOT for MVLS, MVPHS, and bid price?

For the MVLS Requirement, BIOT has until March 8, 2027. For the MVPHS Requirement and the Bid Price Requirement, the deadline is March 9, 2027, each requiring at least ten consecutive business days of compliance.

How can BIOT regain compliance with Nasdaq’s MVLS and MVPHS requirements?

To regain compliance, BIOT’s MVLS must be at least US$50,000,000 and its MVPHS at least US$15,000,000 for a minimum of ten consecutive business days within the respective 180-day compliance periods, subject to Nasdaq’s discretion to require up to 20 days.

What must BIOT do to fix the Nasdaq minimum bid price deficiency?

BIOT’s ordinary shares must have a closing bid price of at least US$1.00 per share for at least ten consecutive business days by March 9, 2027. An additional compliance period may be available if it transfers to the Nasdaq Capital Market and, if needed, effects a reverse share split.

Does the Nasdaq notice immediately affect trading of BIOT shares?

No. Each Nasdaq notification states it has no immediate effect on the listing or trading of Instinct Bio’s securities. The impact would arise only if BIOT fails to regain compliance and Nasdaq moves toward delisting after the compliance periods.

What options does BIOT have if it cannot regain Nasdaq Global Market compliance?

If BIOT cannot regain compliance, Nasdaq may issue a delisting notification. At that point, BIOT may appeal to a hearings panel and/or apply to transfer its securities to the Nasdaq Capital Market, subject to meeting that market’s listing standards.

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

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Available on EDGAR 09/15/2026 - 08:45 AM Accepted by SEC EDGAR 09/15/2026 - 08:44 AM Learn about SEC filing dates

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 September 2026

Commission File Number: 001-43415

INSTINCT BIO TECHNICAL COMPANY HOLDINGS INC.

(Registrant’s Name)

3rd Floor West Side Gotanda bldg.

6-2-7 Nishi Gotanda, Shinagawa-ku,

Tokyo 1410031, Japan

(Address of Principal Executive Offices)

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

x 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): ¨¨

The Nasdaq Stock Market LLC (“Nasdaq”) Notifications

On September 15, 2026, Instinct Bio Technical Company Holdings Inc. (the “Company”) issued a press release (the “Press Release”) relating to certain Nasdaq compliance matters, a copy of which is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”).

The first four paragraphs and the section titled “Forward-Looking Statements” in the Press Release are incorporated by reference into the Company’s Registration Statement on Form F-4 (No. 333-290120), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Form 6-K is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated September 15, 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.

	INSTINCT BIO TECHNICAL COMPANY HOLDINGS INC.
Date: September 15, 2026	By:	/s/ Tomoki Nagano
		Name:	Tomoki Nagano
		Title:	Chief Executive Officer and Director

Exhibit 99.1

Instinct Bio Receives Nasdaq Notifications Regarding Minimum Bid Requirement and Minimum Market Value of Listed Securities and Publicly Held Shares

NEW YORK and TOKYO, September 15, 2026 - Instinct Bio Technical Company Holdings Inc. (Nasdaq Symbols: BIOT, BIOTW) (“Instinct Bio” or the “Company”) today announced that on September 9, 2026 and September 10, 2026 it received notifications from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), as described below.

On September 9, 2026, Nasdaq notified the Company that because the market value of the Company’s listed securities (“MVLS”) was below US$50,000,000 from July 28, 2026 through September 8, 2026, the Company no longer complies with the minimum requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rules 5450(b)(2)(A) (the “MVLS Requirement”). Nasdaq also noted that the Company does not currently satisfy the requirements of Nasdaq Listing Rule 5450(b)(3)(A). The notification has no immediate effect on the listing or trading of the Company’s securities on Nasdaq. The Company was provided a compliance period of 180 calendar days, or until March 8, 2027, to regain compliance with the MVLS Requirement. To regain compliance, the Company’s MVLS must be US$50,000,000 or more for a minimum of ten consecutive business days at any time during the compliance period, although Nasdaq may, in its discretion, require compliance for a longer period, generally no more than 20 consecutive business days. If the Company does not regain compliance by the end of the compliance period, Nasdaq will provide written notification that the Company’s securities are subject to delisting, at which time the Company may appeal Nasdaq’s determination to a hearings panel. Alternatively, the Company may consider applying to transfer its securities to The Nasdaq Capital Market, provided that it satisfies the applicable continued listing requirements of The Nasdaq Capital Market.

On September 10, 2026, Nasdaq notified the Company that because the market value of the Company’s publicly held shares (“MVPHS”) was below US$15,000,000 from July 29, 2026 through September 9, 2026, the Company no longer complies with the minimum requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rules 5450(b)(2)(C) or 5450(b)(3)(C) (the “MVPHS Requirement”). The notification has no immediate effect on the listing or trading of the Company’s securities on Nasdaq. The Company was provided a compliance period of 180 calendar days, or until March 9, 2027, to regain compliance with the MVPHS Requirement. To regain compliance, the Company’s MVPHS must be US$15,000,000 or more for a minimum of ten consecutive business days at any time during the compliance period, although Nasdaq may, in its discretion, require compliance for a longer period, generally no more than 20 consecutive business days. If the Company does not regain compliance by the end of the compliance period, Nasdaq will provide written notification that the Company’s securities are subject to delisting, at which time the Company may appeal Nasdaq’s determination to a hearings panel. Alternatively, the Company may consider applying to transfer its securities to The Nasdaq Capital Market, provided that it satisfies the applicable continued listing requirements of The Nasdaq Capital Market.

Also on September 10, 2026, Nasdaq notified the Company that because the minimum bid price of the Company’s ordinary shares was below US$1.00 per share from July 29, 2026 through September 9, 2026, the Company no longer complies with the minimum requirement for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1) (“Bid Price Requirement”). The notification has no immediate effect on the listing or trading of the Company’s securities on Nasdaq. The Company was provided a compliance period of 180 calendar days, or until

March 9, 2027, to regain compliance with the Bid Price Requirement. To regain compliance, the Company’s ordinary shares must maintain a closing bid price of at least US$1.00 per share for a minimum of 10 consecutive business days, although Nasdaq may, in its discretion, require compliance for a longer period, generally no more than 20 consecutive business days. If the Company does not regain compliance with the Bid Price Requirement by the end of the compliance period, the Company may be eligible for an additional compliance period. To qualify for this additional time, the Company will be required to submit a transfer application to transfer its securities to The Nasdaq Capital Market, and meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq Capital Market, with the exception of the minimum bid price requirement, and to provide written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse share split if necessary. If the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide written notification that the Company’s securities are subject to delisting, at which time the Company may appeal Nasdaq’s determination to a hearings panel.

The Company is evaluating the options available to regain compliance with the MVLS Requirement, the MVPHS Requirement, and the Bid Price Requirement to remain listed on Nasdaq. There is no guarantee that the Company will successfully regain or maintain compliance with other continued listing requirements throughout the remediation window or otherwise.

About Instinct Bio

INSTINCT BIO TECHNICAL COMPANY HOLDINGS INC. (Nasdaq: BIOT) is a biotechnology company focused on regenerative medicine, wellness-related technologies, and therapeutic platform development. Website: https://instinct-biot.com/

Forward-Looking Statements

This press release contains forward-looking statements that are within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified by certain words or phrases such as “may”, “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions. These forward-looking statements reflect the Company’s current expectations about its future plans and performance and are based on current expectations, assumptions and assessments of the Company’s management in light of its experience and perception of historical trends, current conditions, expected future developments. These forward-looking statements include, but are not limited to, statements regarding the Company’s ability to regain compliance with the MVLS Requirement, MVPHS Requirement, and Bid Price Requirement, the timing and potential effectiveness of any actions the Company may undertake to cure such deficiencies, and other statements that are not historical facts. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statements. These risks and uncertainties include, among others, the Company’s ability to meet Nasdaq’s continued listing requirements, market conditions, and other factors beyond the Company’s control, and other risks described in the Company’s filings with the U.S. Securities and Exchange Commission. Actual results may differ materially, and readers are cautioned not to place undue reliance on these statements, which speak only as of the date hereof. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements.

Contact Information

INSTINCT BIO TECHNICAL COMPANY HOLDINGS INC.

Email: ir@instinct-bro.com

Website: https://instinct-biot.com/

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 13.2 KB