Nasdaq moves to delist CN Energy (CNEY) after prolonged sub-$1 trading

Rhea-AI Filing Summary

CN Energy Group Inc. (CNEY) reports that Nasdaq has moved to delist its Class A ordinary shares after the bid price stayed below $1.00 for 30 consecutive business days from December 3, 2025 through January 15, 2026, putting the company out of compliance with Nasdaq Listing Rule 5550(a)(2). The company is also ineligible for an additional compliance period under Nasdaq Listing Rule 5810(c)(3)(A)(iv) because it completed a 1‑for‑30 reverse stock split on January 19, 2024 and a 1‑for‑25 reverse stock split on May 19, 2025, resulting in a cumulative 1‑for‑750 reverse split ratio over two years.

The company has appealed the Staff Determination and submitted a hearing request to a Nasdaq hearings panel. This request automatically stays the trading suspension and the filing of a Form 25‑NSE with the SEC while the panel reviews the case. During the appeal process, CN Energy’s Class A ordinary shares will continue to be listed and trade on Nasdaq.

The company states that this development does not affect its business operations or its reporting obligations under the U.S. securities laws. It also notes that this 6‑K is incorporated by reference into its existing Form F‑3 registration statement and related prospectus.

Insights

Equity markets and listing standards analyst

Nasdaq has initiated delisting for CNEY over bid-price noncompliance, with only an appeal process keeping the shares trading for now.

CN Energy Group Inc. received a Nasdaq Staff Determination to delist its Class A ordinary shares because the bid price stayed below $1.00 for 30 consecutive business days, violating Listing Rule 5550(a)(2). In addition, Nasdaq Listing Rule 5810(c)(3)(A)(iv) bars the company from a new grace period since it already executed a 1‑for‑30 reverse split on January 19, 2024 and a 1‑for‑25 reverse split on May 19, 2025, a cumulative 1‑for‑750 ratio.

The company has requested a hearing before a Nasdaq panel, which automatically stays both trading suspension and the Form 25‑NSE delisting filing until a decision is reached. This means the shares continue to trade on the Nasdaq Capital Market during the appeal, but the long history of reverse splits and ongoing sub‑$1.00 pricing underline the severity of the compliance issues.

The company plans to present a remediation or exception plan to the panel, but the outcome is not described in the excerpt. For investors, the key near‑term factor is whether the panel grants continued listing or upholds the delisting after the hearing; any change would be reflected in subsequent company disclosures once the panel’s decision is made.

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Form 6-K: How Foreign Companies Report to the SEC →

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 January 2026

Commission file number: 001-39978

CN ENERGY GROUP. INC.

Building 2-B, Room 206, No. 268 Shiniu Road

Liandu District, Lishui City, Zhejiang Province

The People’s Republic of China

(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.

Form 20-F ☒     Form 40-F ☐

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 16, 2026, CN Energy Group. Inc. (the “Company”) received a written notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq has determined to delist the Company’s Class A ordinary shares from The Nasdaq Capital Market (the “Staff Determination”). The Staff Determination was issued because the bid price of the Company’s Class A ordinary share has closed at less than $1.00 per share for the previous 30 consecutive business days from December 3, 2025 through January 15, 2026 and, as a result, the Company does not comply with Listing Rule 5550(a)(2). In addition, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period or extension specified in Rule 5810(c)(3)(A) because the Company has effected a reverse stock split over the prior one-year period and has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more. As noted in the Staff Determination, the Company effected a 1-for-30 reverse stock split on January 19, 2024 and a 1-for-25 reverse stock split on May 19, 2025, resulting in a cumulative 1-for-750 reverse stock split ratio for the Class A ordinary shares.

On January 21, 2026, the Company submitted a hearing request to appeal the Staff Determination to a hearings penal (the “Panel”). The hearing request automatically stays the suspension of trading in the Company’s securities and the filing of the Form 25-NSE with the Securities and Exchange Commission, in each case pending the Panel’s decision. In connection with the hearing, the Company intends to present a plan to the Panel seeking an exception or other relief to address the deficiencies identified in the Staff Determination. During the appeal process with the Panel, the Company’s Class A ordinary shares will continue to be listed and trade on Nasdaq.

The Staff Determination does not affect the Company’s business operations or its reporting obligations under the Securities Exchange Act of 1934, as amended.

This report of foreign private issuer on Form 6-K is hereby incorporated by reference into the registration statement on Form F-3 of the Company (File Number 333-292319), as amended, and into the prospectus outstanding under the foregoing registration statement, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

On January 23, 2026, the Company issued a press release announcing the Staff Determination stated above. A copy of the aforesaid press release is filed herewith as Exhibit 99.1.

EXHIBIT

Exhibit No.		Description
99.1		Press Release

2

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, thereunto duly authorized.

	CN Energy Group. Inc.
Date: January 23, 2026	By:	/s/ Wenhua Liu
	Name:	Wenhua Liu
	Title:	Interim Chief Executive Officer

3

FAQ

Why is CN Energy Group Inc. (CNEY) facing delisting from Nasdaq?

CN Energy Group Inc. received a Nasdaq Staff Determination to delist its Class A ordinary shares because the bid price closed below $1.00 for 30 consecutive business days, from December 3, 2025 through January 15, 2026, violating Nasdaq Listing Rule 5550(a)(2).

Why is CN Energy (CNEY) not eligible for another Nasdaq compliance period?

Under Nasdaq Listing Rule 5810(c)(3)(A)(iv), CN Energy is ineligible for another compliance period because it effected a 1‑for‑30 reverse stock split on January 19, 2024 and a 1‑for‑25 reverse stock split on May 19, 2025, a cumulative 1‑for‑750 reverse split ratio over two years.

What steps has CN Energy (CNEY) taken in response to Nasdaq’s delisting notice?

On January 21, 2026, CN Energy submitted a hearing request to a Nasdaq hearings panel to appeal the Staff Determination. This hearing request automatically stays trading suspension and the filing of a Form 25‑NSE with the SEC while the panel reviews the case.

Will CN Energy’s Class A ordinary shares continue trading during the Nasdaq appeal?

Yes. During the appeal process with the Nasdaq hearings panel, CN Energy’s Class A ordinary shares will continue to be listed and trade on the Nasdaq Capital Market.

Does the Nasdaq Staff Determination affect CN Energy’s business operations or SEC reporting?

The company states that the Nasdaq Staff Determination does not affect its business operations or its reporting obligations under the Securities Exchange Act of 1934, as amended.

How does this 6-K filing relate to CN Energy’s existing Form F-3 registration?

This Form 6‑K is incorporated by reference into CN Energy’s Form F‑3 registration statement (File Number 333‑292319) and the related prospectus, except where later filings or reports supersede it.

Did CN Energy (CNEY) issue a press release about the Nasdaq delisting notice?

Yes. On January 23, 2026, CN Energy issued a press release announcing the Nasdaq Staff Determination, which is filed as Exhibit 99.1 to this report.