Energys Group (Nasdaq: ENGS) faces Nasdaq warning on $35M MVLS rule
Rhea-AI Filing Summary
Energys Group Limited reports that it has received a Nasdaq notice that its Market Value of Listed Securities (MVLS) has stayed below the required $35 million for 30 consecutive business days, meaning it no longer complies with Nasdaq Listing Rule 5550(b)(2). Nasdaq calculates MVLS using total shares outstanding multiplied by the closing bid price.
The company has a 180‑day compliance period, until June 29, 2026, to regain compliance. If at any time during this period its MVLS is at least $35 million for ten consecutive business days, Nasdaq will confirm compliance and close the matter. If compliance is not regained by the deadline, Nasdaq may move to delist the shares, although Energys Group would have the right to appeal that determination.
Positive
- None.
Negative
- Nasdaq MVLS deficiency and potential delisting: Energys Group’s market value of listed securities has stayed below the required $35 million for 30 consecutive business days, triggering a deficiency notice, a 180‑day cure period to June 29, 2026, and the risk that its shares may ultimately be delisted if compliance is not regained.
Insights
Nasdaq flags MVLS deficiency; Energys gets 180 days to fix it.
Energys Group Limited has fallen below Nasdaq’s minimum Market Value of Listed Securities requirement of
Nasdaq has given the company a
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 December 30, 2025
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 ☐
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard
Energys Group Limited (Nasdaq: ENGS) received a letter on December 30, 2025 (the “Determination Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating 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.
Forward-Looking Statements
Matters discussed in this Report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect,” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this Report are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies, which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.
Exhibits
| 99.1 | Letter from Nasdaq dated December 30, 2025 |
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.
| Dated: January 6, 2026 | ENERGYS GROUP LIMITED |
| /s/ Kevin Cox | |
| Kevin Cox | |
| Chief Executive Officer and Director |
Exhibit 99.1
 |
 |
Sent via Electronic Delivery to:
December 30, 2025
Kevin Cox
Chief Executive Officer
Energys Group Limited
Franklyn House
Daux Road
West Sussex RH149SJ
United
Kingdom
| Re: | Energys Group Limited (the “Company”) Nasdaq Security: Ordinary Shares Nasdaq Symbol: ENGS |
Dear Kevin Cox:
The Listing Rules (the “Rules”) require listed securities to maintain a minimum Market Value of Listed Securities (MVLS) of $35 million.1 Based upon our review of the Company’s MVLS for the last 30 consecutive business days, the Company no longer meets this requirement.2 Consequently, a deficiency exists with regard to the Rule.3 However, the Rules also provide the Company a compliance period of 180 calendar days in which to regain compliance. The following table summarizes the critical dates and information as related to this matter.
Period below $35,000,000 MVLS |
Expiration of 180 calendar day compliance period | Public
Announcement Due Date |
Relevant
| |||
|
November 7, 2025 to December 29, 2025 |
June 29, 2026 |
January 6, 2026 |
5550(b)(2) – MVLS 5810(c)(3)(C) – compliance period 5810(b) – public disclosure 5505 – Capital Market criteria |
If at anytime during this compliance period the Company’s MVLS closes at $35 million or more for a minimum of ten consecutive business days, we will provide you written confirmation of compliance and this matter will be closed.4
1 Staff calculates MVLS based upon the most recent Total Shares Outstanding (TSO), multiplied by the closing bid price.
2 For online access to all Nasdaq Rules, please see “Nasdaq Online Resources,” included with this letter.
3 Staff notes that the Company also does not meet the requirements under Listing Rules 5550(b)(1) and 5550(b)(3).
4 Listing Rule 5810(c)(3)(H) states in part, “Staff may, in its discretion, require a Company to satisfy the applicable Price-based Requirement for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term compliance.”
Nasdaq - Internal Use: Distribution limited to Nasdaq personnel and authorized third parties subject to confidentiality obligations
Kevin Cox
December 30, 2025
Page 2
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 that its securities are subject to delisting.5
Our Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules, or by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company does not meet, and a description of each specific basis and concern identified by Nasdaq in reaching the determination.6 The Company must also submit the announcement to Nasdaq’s MarketWatch Department.7 If the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement to Nasdaq’s MarketWatch Department at least ten minutes prior its public release. If the public announcement is made outside of these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern Time. Please note that if you do not make the required announcement trading in your securities will be halted.8
Finally, an indicator will be displayed with quotation information related to the Company’s securities on NASDAQ.com and NASDAQTrader.com and may be displayed by other third party providers of market data information. Also, a list of all non-compliant Nasdaq companies and the basis for such non-compliance is posted on our website at listingcenter.nasdaq.com. The Company will be included in this list commencing five business days from the date of this letter.
If you have any questions, please contact me at +1 202 384 8056.
Sincerely,
Nick Zuppas
Listing Analyst
Nasdaq Listing Qualifications
5 At that time, the Company may appeal the delisting determination to a Hearings Panel.
6 Listing Rule 5810(b). See FAQ #428 available on the Nasdaq Listing Center.
7 The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure submission system available at nasdaq.net/ED/IssuerEntry.
8 Listing IM-5810-1.
Nasdaq - Internal Use: Distribution limited to Nasdaq personnel and authorized third parties subject to confidentiality obligations
NASDAQ ONLINE RESOURCES
All of our listing information and forms are available electronically on the Listing Center. In addition to facilitating electronic submission of forms, you can also use the Listing Center to access Nasdaq’s Reference Library containing hundreds of frequently asked questions and Governance Clearinghouse containing the latest updates on corporate governance and listing standards.
To help you navigate the deficiency process, we have provided links to some our most viewed resource materials.
| ● | Board Composition and Committee Requirements | |
| ● | Governance Clearinghouse | |
| ● | Hearings Process | |
| ● | How to Transfer to Nasdaq Capital Market | |
| ● | Information about Application of Shareholder Approval Rules | |
| ● | Initial Listing Process | |
| ● | Listing Fees | |
| ● | Listing of Additional Shares Process | |
| ● | MarketWatch Electronic Disclosure Submissions | |
| ● | Nasdaq Listing Rules | |
| ● | Reference Library: Frequently Asked Questions, Staff Interpretations and Listing Council Decisions |
Nasdaq - Internal Use: Distribution limited to Nasdaq personnel and authorized third parties subject to confidentiality obligations
FAQ
What Nasdaq issue did Energys Group (ENGS) disclose in this 6-K?
How long does Energys Group have to regain Nasdaq MVLS compliance?
What must happen for Energys Group to regain compliance with Nasdaq’s MVLS rule?
What happens if Energys Group does not meet the $35 million MVLS requirement by June 29, 2026?
Did Nasdaq note any other listing rule deficiencies for Energys Group?
What disclosure steps must Energys Group take after receiving the Nasdaq deficiency letter?
