[8-K] Tianci International, Inc. Reports Material Event

Rhea-AI Filing Summary

Tianci International (CIIT) reported a Nasdaq notice that its shares failed to meet the $1.00 minimum bid price for 30 consecutive business days under Listing Rule 5550(a)(2). The notice has no immediate effect on the listing.

The company has 180 calendar days, until April 27, 2026, to regain compliance. Compliance is achieved if the closing bid price is at least $1.00 for a minimum of 10 consecutive business days. If still noncompliant by the deadline, Tianci may qualify for an additional grace period if other initial listing standards are met, or it may receive a delisting notice with the right to appeal. Tianci plans to monitor its closing bid and consider available options.

Insights

Listing compliance specialist

Nasdaq bid-price deficiency with a defined 180-day cure window.

Tianci International disclosed a deficiency under Nasdaq’s Rule 5550(a)(2) after 30 straight business days below a $1.00 bid. The notice does not immediately affect trading on the Nasdaq Capital Market.

The company has until April 27, 2026 to cure by maintaining a closing bid of at least $1.00 for 10 consecutive business days. If unmet, an additional grace period may be available if other initial listing standards are satisfied.

Failure to regain compliance could lead to a delisting notice, which the company could appeal to a Nasdaq Hearings Panel. Actual outcomes depend on share price performance and eligibility determinations.

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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): October 29, 2025

______________

TIANCI INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

______________

Nevada	001-42591	45-5540446
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

Unit 1109, Lippo Sun Plaza, 28 Canton Road,

Tsim Sha Tsui, Kowloon, Hong Kong 999077

(Address of Principal Executive Office) (Zip Code)

852-22510781

(Registrant’s telephone number, including area code)

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		CIIT		Nasdaq Capital Market

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:

¨ 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))

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.

On October 29, 2025, Tianci received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying Tianci that, for the preceding 30 consecutive business days, the closing bid price for Tianci’s Common Stock was below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”).

The notification has no immediate effect on Tianci’s Nasdaq listing. In accordance with Nasdaq rules, Tianci has been provided a period of 180 calendar days, or until April 27, 2026 (the “Compliance Date”), to regain compliance with the Bid Price Requirement. If, at any time before the Compliance Date, the closing bid price for the Common Stock is at least $1.00 for a minimum of 10 consecutive business days, the Staff will provide Tianci written confirmation of compliance with the Bid Price Requirement.

If Tianci does not regain compliance by the Compliance Date, the Company may be eligible for an additional grace period if, as of the Compliance Date, the Company meets 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 minimum bid price requirement.

If Tianci does not regain compliance with the Bid Price Requirement by the Compliance Date and is not eligible for an additional compliance period at that time, the Staff will provide written notification to Tianci that the Common Stock will be subject to delisting. At that time, Tianci may appeal the Staff’s delisting determination to a Nasdaq Hearings Panel.

Tianci intends to monitor the closing bid price of the Common Stock and will consider available options if the Common Stock does not trade at a level likely to result in the Company regaining compliance with the Bid Price Requirement by the Compliance Date.

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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.

	Tianci International, Inc.
Date: October 30, 2025	By:	/s/ Shufang Gao
		Shufang Gao, CEO

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FAQ

What did Tianci International (CIIT) disclose?

CIIT received a Nasdaq notice that its stock was below the $1.00 minimum bid for 30 consecutive business days under Rule 5550(a)(2).

Does the Nasdaq notice immediately affect CIIT’s listing?

No. The notice has no immediate effect on CIIT’s listing on the Nasdaq Capital Market.

What is the deadline for CIIT to regain compliance?

CIIT has until April 27, 2026 to regain compliance with the minimum bid price rule.

How can CIIT regain compliance with Nasdaq’s bid-price rule?

By having a closing bid price of at least $1.00 for a minimum of 10 consecutive business days before the deadline.

What happens if CIIT does not regain compliance by the deadline?

Nasdaq may issue a delisting notice. CIIT could be eligible for an additional grace period or may appeal to a Nasdaq Hearings Panel.

What actions did CIIT say it will take?

CIIT intends to monitor its closing bid price and consider available options to regain compliance.