Garden Stage (NASDAQ: GSIW) restores Nasdaq minimum bid-price compliance after 200-for-1 consolidation

Rhea-AI Filing Summary

Garden Stage Limited has regained compliance with the Nasdaq Capital Market’s minimum bid price requirement. Nasdaq notified the company on March 20, 2026 that its Class A ordinary shares had closed at or above $1.00 per share from March 6 to March 19, 2026, and the matter is now closed.

To help restore compliance, Garden Stage effected a 200-for-1 share consolidation of its authorized, issued and outstanding Class A ordinary shares on March 6, 2026. The company had previously received an initial 180-day grace period and a further 180-day extension to meet the bid price rule.

Positive

• Nasdaq listing risk reduced: The company received confirmation it has regained compliance with the Nasdaq Capital Market’s minimum $1.00 bid price requirement, closing a previously opened deficiency matter.

Negative

• None.

Insights

Equity listing & capital markets analyst

Nasdaq bid-price compliance risk is removed after a 200-for-1 consolidation.

Garden Stage confirms continued listing on the Nasdaq Capital Market after regaining compliance with the $1.00 minimum bid requirement. Earlier notices in September 2025 and extensions into September 2026 had created a delisting overhang.

The company executed a 200-for-1 share consolidation on March 6, 2026, which increased the per-share price and helped satisfy Nasdaq Listing Rule 5550(a)(2). Consolidations mechanically boost price by reducing share count without changing overall equity value.

Nasdaq’s notice on March 20, 2026 confirms the closing bid stayed at or above $1.00 from March 6–19, and the matter is considered closed. Future company disclosures will indicate whether any further corporate actions are needed to maintain long-term compliance.

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 month of March 2026

Commission File Number: 001-41879

GARDEN STAGE LIMITED

(Registrant’s Name)

30th Floor, China Insurance Group Building

141 Des Voeux Road Central

Central, Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐

EXPLANATORY NOTE

Exhibit 99.1 to this current report on Form 6-K is incorporated by reference into (i) registration statement on Form F-3 (File No. 333-283618) of Garden Stage Limited (the “Company”) that was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 5, 2024 and declared effective by the SEC on March 10, 2025, and (ii) the Company’s registration statement on Form S-8 (File No. 333-287932) filed with the SEC on June 11, 2025., and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibits No.		Description
99.1		Press Release – Garden Stage Ltd Regains Compliance with Nasdaq Minimum Bid Price Requirement

1

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.

	GARDEN STAGE LIMITED
Date: March 23, 2026	By:	/s/ Sze Ho Chan
	Name:	Sze Ho Chan
	Title:	Chief Executive Officer

2

Exhibit 99.1

Garden Stage Ltd Regains Compliance with Nasdaq Minimum Bid Price Requirement

HONG KONG, March 23, 2026 (GLOBE NEWSWIRE) -- Garden Stage Limited. (NASDAQ: GSIW) (“Garden Stage” or the “Company”) today announced that it received a notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on March 20, 2026 notifying the Company that it has regained compliance with the Nasdaq Capital Market’s minimum bid price requirement and that the matter is now closed.

On September 5, 2025, the Company was first notified by Nasdaq of its failure to maintain a minimum closing bid price of at least $1.00 per share for 30 consecutive trading days under Nasdaq Listing Rule 5550(a)(2), and was given 180 calendar days, or until March 4, 2026, to regain compliance. On March 5 2026, the Company received an additional 180-day extension from Nasdaq, or until September 1, 2026, to regain compliance. On March 6, 2026, the Company effected a share consolidation pursuant to which the authorised, issued and outstanding Class A ordinary shares of the Company were consolidated at 200 for 1 ratio.

The Notice noted that as of March 20, 2026, the closing bid price of Class A ordinary shares of the Company had been at or greater than $1.00 per share from March 6, 2026 through March 19, 2026. Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), and Nasdaq considers the matter closed.

About Garden Stage Limited

Garden Stage Limited is a holding company incorporated in Cayman Islands, and all of their operations are carried out by the two wholly-owned operating subsidiaries in Hong Kong: a) I Win Securities Limited, which is licensed to conduct Type 1 (dealing in securities) regulated activities under the Securities and Futures Ordinance (the “SFO”) in Hong Kong; and b) I Win Asset Management Limited, which is licensed to conduct Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the SFO in Hong Kong. I Win Securities Limited is the Stock Exchange Participant of Stock Exchange of Hong Kong Limited (“Hong Kong Stock Exchange”) and holds Hong Kong Stock Exchange Trading Right. I Win Securities Limited is also the participant of the Hong Kong Securities Clearing Company Limited.

For more information, please contact:

Garden Stage Limited

Investor Relations Department

Email: ir@iwinsec.com

FAQ

What did Garden Stage Limited (GSIW) announce about its Nasdaq listing?

Garden Stage Limited announced it has regained compliance with Nasdaq’s minimum bid price requirement. Nasdaq confirmed the company’s Class A ordinary shares traded at or above $1.00 from March 6 to March 19, 2026, and declared the compliance matter closed.

Why was Garden Stage Limited (GSIW) at risk of Nasdaq delisting?

Garden Stage was notified on September 5, 2025 that its shares failed to meet Nasdaq’s $1.00 minimum closing bid price for 30 consecutive trading days. It received an initial 180-day compliance period to March 4, 2026, followed by a further 180-day extension to September 1, 2026.

How did Garden Stage Limited (GSIW) regain compliance with Nasdaq rules?

Garden Stage implemented a 200-for-1 share consolidation of its authorized, issued and outstanding Class A ordinary shares on March 6, 2026. After this action, the closing bid price remained at or above $1.00 from March 6 to March 19, 2026, satisfying Nasdaq Listing Rule 5550(a)(2).

What specific Nasdaq rule did Garden Stage Limited (GSIW) comply with again?

The company regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1.00 per share closing bid price. Nasdaq’s Listing Qualifications Department confirmed on March 20, 2026 that this standard had been met and that the deficiency matter is closed.

When did Garden Stage Limited (GSIW) receive confirmation of renewed compliance?

Garden Stage received Nasdaq’s notification letter on March 20, 2026. The letter stated that the company’s Class A ordinary shares maintained a closing bid price of at least $1.00 per share from March 6 through March 19, 2026, confirming full compliance with the minimum bid requirement.

What is the business of Garden Stage Limited (GSIW)?

Garden Stage Limited is a Cayman Islands holding company operating through two wholly owned Hong Kong subsidiaries. I Win Securities Limited conducts Type 1 dealing in securities, and I Win Asset Management Limited conducts Type 4 advising on securities and Type 9 asset management under Hong Kong’s Securities and Futures Ordinance.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE - GARDEN STAGE LTD REGAINS COMPLIANCE WITH NASDAQ MINIMUM BID PRIC 4.3 KB