STOCK TITAN

Foxx Development (NASDAQ: FOXX) receives Nasdaq notice on value shortfall

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Foxx Development Holdings Inc. received a Nasdaq deficiency letter on July 22, 2026 because its market value of listed securities had closed below the $35,000,000 threshold for 30 consecutive business days, as required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2).

The company has until January 19, 2027 to regain compliance by having its market value of listed securities close at $35 million or more for at least ten consecutive business days during this period. If compliance is not regained, Nasdaq may initiate delisting of the securities, although the company would have the right to appeal to a hearings panel. Foxx Development intends to monitor its market value and may consider available options to regain compliance, but there is no assurance it will succeed.

Positive

  • None.

Negative

  • Nasdaq deficiency notice for falling below the $35,000,000 market-value requirement creates a risk of delisting after January 19, 2027 if compliance is not regained.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
MVLS requirement $35,000,000 Minimum market value of listed securities under Nasdaq Listing Rule 5550(b)(2)
Days below MVLS threshold 30 consecutive business days Period during which MVLS closed below $35,000,000 before the deficiency letter
Compliance deadline January 19, 2027 End of MVLS Compliance Period to regain Nasdaq listing compliance
Days needed at or above threshold 10 consecutive business days Required MVLS performance at or above $35 million to regain compliance
market value of listed securities financial
"the Company’s market value of listed securities (“MVLS”) closed below the $35,000,000"
The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.
Nasdaq Listing Rule 5550(b)(2) regulatory
"required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2)"
Nasdaq Listing Rule 5810(c)(3)(C) regulatory
"In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has until January 19, 2027"
MVLS Compliance Period regulatory
"has until January 19, 2027 to regain compliance with the MVLS Requirement (the “MVLS Compliance Period”)"
deficiency letter regulatory
"the Company received a deficiency letter (the “Letter”) from the Nasdaq Listing Qualifications Department"
hearings panel regulatory
"the Company may appeal any such delisting determination to a hearings panel"
A hearings panel is a small group of officials or experts who hold formal sessions to review evidence, question parties, and make decisions about regulatory compliance, discipline, or approvals. Think of it like a review board or courtroom for business and market issues: its findings can lead to fines, changes in a company’s permissions, or even delisting. Investors pay attention because the panel’s rulings can directly affect a company’s operations, reputation and share price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What Nasdaq notice did Foxx Development Holdings (FOXX) receive on July 22, 2026?

Foxx Development Holdings received a Nasdaq deficiency letter stating its market value of listed securities had closed below $35,000,000 for 30 consecutive business days, indicating non-compliance with Nasdaq Listing Rule 5550(b)(2) for continued listing on the Nasdaq Capital Market.

What market value requirement must FOXX meet to regain Nasdaq compliance?

To regain compliance, Foxx Development’s market value of listed securities must close at $35 million or more for at least ten consecutive business days during the Nasdaq-defined MVLS Compliance Period ending January 19, 2027, under Nasdaq Listing Rule 5550(b)(2).

How long does Foxx Development (FOXX) have to fix the Nasdaq MVLS deficiency?

Foxx Development has until January 19, 2027 to regain compliance with Nasdaq’s market value of listed securities requirement. During this MVLS Compliance Period, it must achieve at least ten consecutive business days with market value at or above $35,000,000.

What happens if FOXX does not regain compliance with Nasdaq Listing Rule 5550(b)(2)?

If Foxx Development does not regain compliance by January 19, 2027, Nasdaq staff may notify the company that its securities are subject to delisting. Foxx Development would then be able to appeal any such delisting determination to a Nasdaq hearings panel.

How does Foxx Development (FOXX) plan to respond to the Nasdaq MVLS notice?

Foxx Development states it intends to actively monitor the market value of its listed securities and may, if appropriate, consider implementing available options to regain compliance with the MVLS Requirement, though it gives no assurance that compliance will be restored.
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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): July 29, 2026 (July 22, 2026)

 

Foxx Development Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-42285   99-5119494
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification Number)

 

15375 Barranca Parkway C106    
Irvine, CA   92618
(Address of principal executive offices)   (Zip Code)

 

201-962-5550

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report.)

 

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))

 

Securities registered pursuant to Section 12(b) of the Act.

 

Title of each class   Trading Symbol   Name of each exchange on which  registered
Common Stock, par value $0.0001 per share   FOXX   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50   FOXXW   The Nasdaq Stock Market LLC

 

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; Transfer of Listing.

 

On July 22, 2026, the Company received a deficiency letter (the “Letter”) from the Nasdaq Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for a period of 30 consecutive business days, the Company’s market value of listed securities (“MVLS”) closed below the $35,000,000 MVLS threshold required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”).

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has until January 19, 2027 to regain compliance with the MVLS Requirement (the “MVLS Compliance Period”). To regain compliance, the Company’s MVLS must close at $35 million or more for a minimum of ten consecutive business days during the MVLS Compliance Period.

 

If the Company does not regain compliance by the end of the MVLS Compliance Period, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel.

 

The Company intends to actively monitor the market value of its listed securities and may, if appropriate, consider implementing available options to regain compliance with the MVLS Requirement. There can be no assurance that the Company will be able to regain compliance with Nasdaq Listing Rule 5550(b)(2), or maintain compliance with any other listing requirements.

 

1

 

 

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 hereunto duly authorized.

 

  FOXX DEVELOPMENT HOLDINGS INC.
   
Date: July 29, 2026 By /s/ Joy Yi Hua
    Name: Joy Yi Hua
    Title: CFO

 

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Filing Exhibits & Attachments

4 documents