Energys Group gets Nasdaq MVLS deficiency notice
Rhea-AI Filing Summary
Energys Group Limited reported receiving a determination letter from Nasdaq stating that its market value of listed securities (MVLS) has been below the required $35 million for the past 30 consecutive business days, meaning it no longer complies with Listing Rule 5550(b)(2). Under Nasdaq rules, the company has 180 calendar days, until June 29, 2026, to regain compliance.
If during this period the company’s MVLS reaches at least $35 million for a minimum of ten consecutive business days, Nasdaq staff will confirm compliance and close the matter. If compliance is not regained by the deadline, the company’s securities would become subject to delisting, although it may appeal to a hearings panel. CEO Kevin Cox emphasized the importance of the Nasdaq listing for shareholder liquidity and pricing efficiency and pledged efforts toward improved performance to meet continued listing standards.
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- Nasdaq notified Energys Group that its market value of listed securities has been below $35 million for 30 consecutive business days, putting its Nasdaq listing at risk if compliance is not regained.
Insights
Nasdaq has flagged Energys Group for a MVLS deficiency, creating a defined compliance window and delisting risk.
Nasdaq informed Energys Group Limited that its market value of listed securities has stayed below $35 million for 30 consecutive business days, breaching Listing Rule 5550(b)(2). MVLS is calculated using total shares outstanding and the closing bid price, so this notice reflects a sustained period of low equity market valuation.
Under Listing Rule 5810(c)(3)(C), the company has 180 calendar days, until June 29, 2026, to regain compliance. The letter explains that compliance will be restored if MVLS reaches at least $35 million for a minimum of ten consecutive business days. Failing that, the securities become subject to delisting, though the company can appeal to a hearings panel.
The CEO’s statement stresses the perceived value of the Nasdaq listing for liquidity and pricing efficiency and commits to “best efforts towards improved performance.” While no specific actions are described, the defined cure criteria and deadline set a clear framework under which future changes in market value will determine whether the listing is maintained or a delisting process and potential appeal are triggered.
FAQ
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What did Nasdaq notify Energys Group (ENGS) about in this 6-K filing?
What is the Nasdaq market value requirement Energys Group must meet?
How long does Energys Group have to regain Nasdaq listing compliance?
What must happen for Energys Group to regain compliance with Nasdaq’s MVLS rule?
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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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of January 2026
Commission File Number: 001-41975
ENERGYS GROUP LIMITED
(Translation of registrant’s name into English)
Franklyn House, Daux Road
Billingshurst, West Sussex
RH149SJ
United Kingdom
(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 ☐
EXPLANATORY NOTE
On January 8, 2026, Energys Group Limited issued a press releases titled “Energys Group Announces Receipt of Determination Letter from Nasdaq Capital Market.” A copy of the press release is furnished as Exhibit 99.1.
The press release furnished in this report as Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
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.
| Dated: January 8, 2026 | ENERGYS GROUP LIMITED | |
| By: | /s/ Kevin Cox | |
| Name: | Kevin Cox | |
| Title: | Chief Executive Officer and Director | |
| Exhibit No. | Description | |
| 99.1 | Press release dated January 8, 2026 |
Exhibit 99.1
Energys Group Announces Receipt of Determination Letter from Nasdaq Capital Market
UNITED KINGDOM, January 8, 2026 (GlobeNewswire) – Energys Group Limited (NASDAQ: ENGS) (“Energys Group” or the “Company”), a vertically integrated energy efficiency and decarbonization solutions provider for the build environment, today announced the receipt of a letter dated December 30, 2025 (the “Determination Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”). The Determination Letter indicated that the minimum market value of the Company’s listed security (the “MVLS”) was below the required MVLS of $35 million for the past 30 consecutive business days and, as a result, the Company did not comply with Listing Rule 5550(b)(2) (the “Rule”). Nasdaq calculates the Company’s MVLS based upon the most recent total shares outstanding multiplied by the closing bid price.
In accordance with Listing Rule 5810(c)(3)(C), the Company is provided 180 calendar days, or until June 29, 2026, to regain compliance with the Rule
The Determination Letter stated:
“If at any time during this compliance period, the Company’s MLVS closes at $35 million or more for a minimum of ten consecutive business days, [the staff] will provide the Company written confirmation of compliance and the matter will be closed.”
In the event the Company does not regain compliance with the Rule prior to the expiration of the compliance period, it will receive written notification from Nasdaq that its securities are subject to delisting. In the event that occurs, the Company may appeal the delisting determination to a hearings panel.
“We are cognizant of the value to our shareholders of the listing of our shares on Nasdaq given the liquidity and pricing efficiency that the exchange provides. We pledge our best efforts towards improved performance which we believe will allow us to meet the continued listing standards,” stated Mr. Kevin Cox, the Chief Executive Officer and an Executive Director of the Company.
About Energys Group
Founded in 1998 as an energy conservation consultancy, Energys Group Limited (NASDAQ: ENGS) (“Energys Group” or the “Company”) has since transitioned into a vertically integrated energy efficiency and decarbonization solutions provider for the built environment. Serving organizations from both the private and public sectors, including schools, universities, hospitals and offices, primarily in the UK, the Company’s vision is to deliver innovative solutions that reduce carbon emissions, lower costs and support Net Zero agenda – alongside improving the wellbeing of building users within the built environment.
Forward-Looking Statements
All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s filings with the SEC.
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