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Energys Group (NASDAQ: ENGS) faces Nasdaq bid-price deficiency and delisting risk

Filing Impact
(Neutral)
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Form Type
6-K

Rhea-AI Filing Summary

Energys Group Limited reported that it received a determination letter from the Nasdaq Capital Market stating that its Ordinary Shares are not in compliance with Nasdaq’s minimum bid price requirement of $1.00 per share, after the closing bid stayed below this level for 30 consecutive business days.

The company has 180 calendar days, until September 7, 2026, to regain compliance by having its closing bid price at or above $1.00 for at least ten consecutive business days. If it cannot regain compliance within this period, it may seek an additional compliance period, potentially including a reverse stock split, or face possible delisting, with the right to appeal any delisting decision.

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Insights

Nasdaq minimum bid-price noncompliance raises a tangible delisting risk for Energys Group.

Energys Group Limited has fallen below Nasdaq’s minimum $1.00 bid price requirement for 30 consecutive business days, triggering a formal deficiency notice. This places the company in a defined cure period framework under Nasdaq Listing Rule 5550(a)(2) and 5810(c)(3)(C).

The firm now has 180 calendar days, until September 7, 2026, to restore compliance by maintaining a closing bid of at least $1.00 for ten consecutive business days. Failure to do so could lead to delisting, unless the company qualifies for a second compliance period and implements remedies such as a reverse stock split.

The CEO’s statement emphasizes the importance of Nasdaq listing for liquidity and pricing efficiency and references a focus on improved performance. Actual outcomes will depend on market trading levels, any corporate actions to adjust share price, and future Nasdaq determinations.

 

 

 

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 March 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 March 17, 2026, Energys Group Limited issued a press release titled “Energys Group Announces Receipt of Determination Letter from Nasdaq Capital Market.” Copies of the press release and of the Nasdaq Determination Letter are furnished as Exhibits 99.1 and 99.2, respectively.

 

The press release and the Nasdaq Determination Letter furnished in this report as Exhibits 99.1 and 99.2 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: March 20, 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 March 17, 2026
     
99.2   Letter Dated March 11, 2026 from the Listing Qualifications Department of The Nasdaq Stock Market LLC

 

 

 

Exhibit 99.1

 

 

Energys Group Announces Receipt of Determination Letter from Nasdaq Capital Market

 

BILLINGSHURST, UNITED KINGDOM, March 17, 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 March 11, 2026 (the “Determination Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”). The Determination Letter indicated that the closing bid price (the “Bid Price”) for the Company’s Ordinary Shares was below the required Bid Price of $1.00 per share for the past 30 consecutive business days and, as a result, the Company did not comply with Listing Rule 5550(a)(2) (the “Rule”).

 

In accordance with Listing Rule 5810(c)(3)(C), the Company is provided 180 calendar days, or until September 7, 2026, to regain compliance with the Rule.

 

The Determination Letter states:

 

“If at any time during this 180 day period the closing bid price of the Company’s security is at least $1 for a minimum of ten consecutive business days, [the staff] will provide [the Company] written confirmation of compliance and this matter will be closed.”

 

In the event the Company does not regain compliance with the Rule prior to the expiration of the compliance period, the Company may be eligible for additional time if it 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 bid price requirement, and if it provides written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to Nasdaq Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, 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 has since transitioned into a vertically integrated energy efficiency and decarbonization solutions provider for the build 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 build 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.

 

For more information, please contact:

 

Energys Group Limited – Investor Relations

Phone: +44 1403 786212

Email: investorrelations@energysgroup.com

 

 

 

Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FAQ

What Nasdaq notice did Energys Group Limited (ENGS) receive?

Energys Group Limited received a Nasdaq determination letter stating its Ordinary Shares failed to meet the minimum $1.00 bid price requirement for 30 consecutive business days. This places the company in noncompliance with Listing Rule 5550(a)(2) and starts a defined cure period.

How long does Energys Group (ENGS) have to regain Nasdaq bid-price compliance?

The company has 180 calendar days, until September 7, 2026, to regain compliance. Nasdaq will deem the issue cured if the closing bid price is at least $1.00 per share for a minimum of ten consecutive business days within this period.

What happens if Energys Group does not regain compliance by September 7, 2026?

If compliance is not regained by September 7, 2026, Energys Group may qualify for an additional compliance period if it meets other Nasdaq Capital Market standards and plans to cure, potentially via a reverse stock split. Otherwise, Nasdaq may move to delist the securities.

Can Energys Group (ENGS) appeal a potential Nasdaq delisting?

If Nasdaq staff determines that Energys Group’s securities should be delisted, the company would receive written notification. At that point, it may appeal the delisting determination to a hearings panel, as outlined in the determination letter’s process description.

What cure options did Nasdaq outline for Energys Group Limited?

Nasdaq’s letter states compliance can be regained if the closing bid price reaches at least $1.00 for ten consecutive business days within the 180-day window. For a second compliance period, the company may indicate plans to cure, including a potential reverse stock split.

How did Energys Group’s CEO respond to the Nasdaq bid-price notice?

CEO Kevin Cox emphasized the importance of maintaining a Nasdaq listing for shareholder liquidity and pricing efficiency. He pledged the company’s best efforts toward improved performance, expressing a belief that better results can help Energys Group meet the continued listing standards.

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Energys Group Limited

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