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
the month of January 2026
Commission
File Number 001-42468
Cellyan
Biotechnology Co., Ltd
(Registrant’s Name)
Room
B1, 5/F., Well Town Industrial Building,
13 Ko Fai Road, Yau Tong, Kowloon
Hong Kong
(Address of principal executive office)
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
☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On January 12, 2026, Cellyan Biotechnology Co.,
Ltd (the “Company”) received a letter from the Listings Qualifications Department of The Nasdaq Capital Market (“Nasdaq”)
notifying the Company that the minimum closing bid price per share for its class A ordinary shares of par value of US$0.001 each (“Class
A Ordinary Shares”) was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid
price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The Nasdaq notification letter does not result in the immediate delisting
of the Company’s Class A Ordinary Shares, and the shares will continue to trade uninterrupted under the symbol “HKPD.”
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),
the Company has a compliance period of one hundred eighty (180) calendar days, or until July 13, 2026 (the “Compliance Period”),
to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price
per share of the Company's Class A Ordinary Shares is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq will
provide the Company a written confirmation of compliance and the matter will be closed.
In the event the Company does not regain compliance
by July 13, 2026, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company will be required
to meet 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 will need to provide written notice of its intention to cure the
deficiency during the second compliance period, including by effecting a reverse share split, if necessary. If the Company chooses to
implement a reverse share split, it must complete the split no later than ten (10) business days prior to July 13, 2026, or the expiration
of the second compliance period if granted.
On January 16, 2026, the Company issued a press
release entitled “Cellyan Biotechnology Co., Ltd Receives Nasdaq Notice of Bid Price Deficiency.” A copy of the please release
is filed as Exhibit 99.1 to this Current Report on Form 6-K and is incorporated herein by reference.
EXHIBIT INDEX
Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release |
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.
| |
Cellyan Biotechnology Co., Ltd. |
| |
|
| |
By: |
/s/ Chenyu Liang |
| |
Name: |
Chenyu Liang |
| |
Title: |
Director and Chief Executive Officer |
Date: January 16, 2026
3
Exhibit 99.1
Cellyan Biotechnology Co., Ltd Receives Nasdaq Notice of Bid Price
Deficiency
HONG KONG, Jan. 16, 2026 (GLOBE NEWSWIRE) -- Cellyan Biotechnology Co., Ltd
(Nasdaq: HKPD) (the “Company”), a leading provider of over the counter (“OTC”) pharmaceutical cross-border e-commerce
supply chain services in Hong Kong, today announced that it received a notification letter (the “Notification Letter”) dated
January 12, 2026 from Nasdaq’s Listing Qualifications Department indicating that the closing bid price of the Company’s class A ordinary
shares of par value of US$0.001 each was below the minimum requirement of US$1.00 per share for 30 consecutive business days from November
26, 2025 through January 9, 2026, and the Company was therefore currently not in compliance with the minimum bid price requirement set
forth under Nasdaq listing rule 5550(a)(2).
The notification letter has no immediate effect on the listing of the
Company’s class A ordinary shares, which will continue to trade uninterrupted on Nasdaq under the ticker “HKPD”.
Pursuant to listing rule 5810(c)(3)(A), the Company has a compliance
period of 180 calendar days, or until July 13, 2026, to regain compliance with the minimum bid price rule. If, at any time during the
180-day period the closing bid price per share of the Company’s class A ordinary shares is US$1.00 or above for a minimum of ten
consecutive business days, Nasdaq will provide written confirmation of compliance and this matter will be closed.
In the event the Company does not regain compliance with the minimum
bid price requirement by July 13, 2026, the Company may be eligible for an additional 180 calendar day grace period to regain compliance.
To qualify, the Company will be required to meet 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 will need to provide written
notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse share split, if necessary.
If the Company chooses to implement a reverse share split, it must complete the split no later than 10 business days prior to July 13,
2026 or the expiration of the second compliance period if granted.
This press release is issued pursuant to Nasdaq Listing Rule 5810(b),
which requires prompt disclosure of receipt of a deficiency notification. The Company is currently looking into various options available
with respect to regaining such compliance. The notification letter has no effect at this time on the listing of the Company’s class A
ordinary shares, which will continue to trade uninterrupted on Nasdaq under the ticker “HKPD.”
About Cellyan Biotechnology Co., Ltd
Cellyan Biotechnology Co., Ltd (f.k.a. Hong Kong
Pharma Digital Technology Holdings Limited) offers two main categories of services: (i) OTC pharmaceutical cross-border e-commerce supply
chain services through its Hong Kong subsidiary, Joint Cross Border Logistics Company Limited (“Joint Cross Border”), and
(ii) OTC pharmaceutical cross-border procurement and distribution through its Hong Kong subsidiary, V-Alliance Technology Supplies Limited.
Through its engagement with OTC pharmaceutical
suppliers, logistics companies, and merchants on Chinese e-commerce platforms, Joint Cross Border provides a convenient one-stop solution
for Mainland Chinese customers seeking access to OTC pharmaceutical products outside Mainland China.
Joint Cross Border’s comprehensive service
offerings include pre-consultation, product information review, procuring overseas OTC pharmaceutical products, enlisting products with
the Hong Kong Department of Health, obtaining import and export permits, storing products, packaging, and arranging logistics and end-to-end
delivery services for customers.
Forward-Looking Statements
This press release contains forward-looking statements
as defined by the Private Securities Litigation Reform Act of 1995. All forward-looking statements, expressed or implied, in this release
are based only on information currently available to us and speak only as of the date on which they are made. Investors can find many
(but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,”
“anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,”
“should,” “could,” “may” or other similar expressions in this release. Except as otherwise required by applicable
law, we disclaim any duty to publicly update any forward-looking statement to reflect events or circumstances after the date of this release.
These statements are subject to uncertainties and risks, including, but not limited to, the uncertainties related to market conditions,
and other factors discussed in our filings with the SEC.
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. Additional factors are discussed in the Company’s filings with the SEC, which
are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect
events or circumstances that arise after the date hereof.
For investor and media inquiries please contact:
Cellyan Biotechnology Co., Ltd
Media Contact: andy@cell-yan.com
Investor Relations: stella @cell-yan.com
