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 July 2026
Commission File Number 001-42468
CELLYAN BIOTECHNOLOGY CO., LTD
(Translation of registrant’s name into English)
Room B1, 5/F., Well Town Industrial Building,
13 Ko Fai Road, Yau Tong, Kowloon
Hong Kong
(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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
As previously announced, on January 12, 2026,
the Listing Qualifications Staff, or the Staff, of the Nasdaq Stock Market notified Cellyan Biotechnology Co., Ltd (the “Company”)
that it was not in compliance with the requirement to maintain a minimum closing bid price of $1.00 per share (the “Minimum Bid
Price Requirement”), as set forth in Nasdaq Listing Rule 5550(a)(2), because the closing bid price of the Company’s common
stock was below $1.00 per share for thirty consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company
was granted a period of 180 calendar days from the notification date, or until July 13, 2026, to regain compliance with the Minimum Bid
Price Requirement.
On July 14, 2026, the Company received a written
notice from the Staff granting an additional 180 days, or until January 11, 2027, to regain compliance with the Minimum Bid Price Requirement.
Further information is included in the press release entitled “Cellyan Biotechnology Co., Ltd Receives Nasdaq Notice of Additional
Compliance Grace Period” hereto, which is furnished herewith as Exhibit 99.1.
This report on Form 6-K is hereby incorporated by reference into the
registration statement on Form F-3 (No. 333-296754) to the extent not superseded by documents or reports subsequently filed.
EXHIBIT INDEX
| Exhibit No. |
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Description |
| 99.1 |
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Press release - Cellyan Biotechnology Co., Ltd Receives Nasdaq Notice of Additional Compliance Grace Period |
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.
| Date: July 16, 2026 |
CELLYAN BIOTECHNOLOGY CO., LTD |
| |
|
|
| |
By: |
/s/ Chenyu Liang |
| |
Chenyu Liang |
| |
Director and Chief Executive Officer |
Exhibit 99.1
Cellyan Biotechnology Co., Ltd Receives Nasdaq Notice of Additional
Compliance Grace Period
HONG KONG, July 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”) on July 14,
2026 from Nasdaq’s Listing Qualifications Department indicating that the Company has been granted an additional 180 calendar day
period, or until January 11, 2027, to regain compliance with the Nasdaq’s minimum $1.00 closing bid price requirement (“the
Minimum Bid Price Requirement”) as set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on Nasdaq. To regain compliance
with the Minimum Bid Price Requirement, the Company must maintain a closing bid price of the Company’s Class A ordinary shares at
least $1.00 per share for a minimum of ten consecutive business days on or prior to the end of the 180-day extension period, or January
11, 2027.
The Company will coordinate all feasible compliance solutions to restore
listing compliance within the designated timeframe and safeguard the interests of all shareholders. However, there can be no assurance
that the Company will be able to maintain compliance with the Nasdaq Capital Market’s continued listing requirements or regain compliance
with the Minimum Bid Price Requirement.
Nasdaq’s determination is based on the Company meeting the continued
listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital
Market, with the exception of the Minimum Bid Price Requirement, and the Company’s written notice of its intention to
cure the deficiency during the second compliance period and if necessary, by effecting a reverse share split. 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