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Triller Group (NASDAQ: ILLR) wins Nasdaq extension to regain $1 bid price

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Triller Group Inc. has received a Nasdaq exception giving the company until June 30, 2026 to regain compliance with Nasdaq’s minimum bid price listing rule. To comply, Triller’s common stock must achieve a closing bid price of at least $1.00 for ten consecutive business days.

This bid-price issue arose after earlier proceedings that had focused on Triller’s periodic filing compliance. The extension means Triller’s shares can continue trading on the Nasdaq Capital Market while it works to meet the minimum bid price requirement, but failure to do so could allow Nasdaq staff to begin suspension and delisting procedures.

Positive

  • None.

Negative

  • Risk of potential Nasdaq delisting: If Triller fails to achieve a closing bid price of at least $1.00 for ten consecutive business days by June 30, 2026, Nasdaq staff may begin procedures to suspend trading and remove the company’s securities from the Nasdaq Capital Market.

Insights

Nasdaq grants Triller a short window to fix its bid price deficiency.

Triller Group Inc. has secured an exception from the Nasdaq Hearings Panel until June 30, 2026 to regain compliance with the Bid Price Rule, which requires a minimum closing bid of $1.00 for ten consecutive business days.

This follows a complex sequence where Triller first resolved a separate Periodic Filing Rule issue and resumed trading, after which Nasdaq staff raised bid-price concerns. The decision keeps Triller listed on the Nasdaq Capital Market while the company addresses its share price deficiency.

If Triller delivers ten straight trading days at or above $1.00 before June 30, 2026, Nasdaq will confirm compliance and maintain the listing. If not, Nasdaq staff may initiate procedures to suspend trading and remove the securities from Nasdaq, so subsequent disclosures will clarify whether the requirement is met.

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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Bid price threshold $1.00 closing bid Required for Nasdaq Bid Price Rule compliance
Compliance window end date June 30, 2026 Deadline for meeting minimum bid requirement
Required compliance duration 10 consecutive business days Period stock must close at or above $1.00
Listing Rule reference Rule 5550(a)(2) Nasdaq Bid Price Rule cited for deficiency
Warrant exercise price $23.00 per full share Each warrant exercisable for one-quarter share of common stock
Prior filing rule Rule 5250(c)(1) Nasdaq Periodic Filing Rule previously at issue
Bid Price Rule regulatory
"grant Triller an exception to the Listing Rules of The Nasdaq Stock Market until June 30, 2026 in order to regain compliance with Listing Rule 5550(a)(2) (the “Bid Price Rule”)."
Minimum Bid Price Requirement regulatory
"request for a new exception period, pursuant to Nasdaq Listing Rule 5815(c)(1)(A), to regain compliance with the Minimum Bid Price Requirement."
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Periodic Filing Rule regulatory
"prior non-compliance with Nasdaq Listing Rule 5250(c)(1), the Periodic Filing Rule."
A periodic filing rule is a regulatory requirement that publicly traded companies deliver regular financial and operational reports—typically quarterly and annually—to securities regulators and the public. These routine updates act like a company’s report card or regular vehicle inspection, giving investors timely, standardized information about revenue, expenses, cash flow and risks so they can monitor performance, compare peers and make informed buy-or-sell decisions.
Nasdaq Hearings Panel regulatory
"the Nasdaq Hearings Panel (the “Panel”) granted the Company an exception to June 30, 2026 to regain compliance"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
Listing Council regulatory
"the Nasdaq Stock Market Listing and Hearing Review Council (the “Listing Council”) which modified a previous December 26, 2025 decision"
A listing council is a panel that reviews and decides whether a company’s shares meet the rules to join or remain on a stock exchange, similar to a building inspector checking that a property meets safety and zoning rules before people move in. For investors, its decisions affect whether a stock can be traded, what disclosures and conduct are required, and the perceived trustworthiness and liquidity of a listing, which can influence price and risk.
Determination Letter regulatory
"Under Nasdaq Listing Rule 5810(d), the Staff issued a Determination Letter as an additional deficiency notification"
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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

 

May 29, 2026 

Date of Report (Date of earliest event reported)

 

TRILLER GROUP INC. 

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-38909   33-1473901
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
of incorporation)       Identification No.)

 

7119 West Sunset Boulevard, Suite 782    
Los Angeles, CA   90046
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (310893-5090

 

N/A 

(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

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   ILLR   NASDAQ Capital Market
Warrants, each warrant exercisable for one-quarter of one share of Common Stock for $23.00 per full share   ILLRW   NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 Receipt of Exception to Regain Compliance with Nasdaq Bid Price Rule

 

On May 29, 2026, the Nasdaq Hearings Panel (the “Panel”) notified Triller Group Inc. (“Triller” or the “Company”) that the Panel determined to grant Triller an exception to the Listing Rules of The Nasdaq Stock Market (“Nasdaq” or the “Exchange”) until June 30, 2026 in order to regain compliance with Listing Rule 5550(a)(2) (the “Bid Price Rule”).

 

As previously disclosed on April 24, 2026, following a successful appeal by the Company to the Nasdaq Stock Market Listing and Hearing Review Council (the “Listing Council”) which modified a previous December 26, 2025 decision by a Nasdaq Hearings Panel to delist the securities of the Company and suspend trading of the Company’s shares for non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Periodic Filing Rule”), the securities of the Company resumed trading on the Exchange on April 16, 2026. The Listing Council had issued its decision on March 24, 2026 (the “Listing Council Decision”). The resumption of trading occurred on the day after the Company satisfied the conditions of the Listing Council Decision, upon Triller having demonstrated its current compliance with the Periodic Filing Rule by filing with the Securities and Exchange Commission the Company’s Annual Report on Form 10-K for the year-ended December 31, 2025.

 

Following the Decision by the Listing Council and prior to the resumption of Triller’s securities trading on the Exchange, on April 6, 2026, the Nasdaq Regulation Staff (“Staff”) submitted to the Listing Council a “Clarification Request” seeking to amend the Listing Council Decision, which the Listing Council limited to the Periodic Filing Rule, to assert non-compliance by the Company with the “Bid Price Rule”. Under Nasdaq Listing Rule 5810(d), the Staff issued a Determination Letter as an additional deficiency notification, and “[sought] guidance” from the Listing Council relating to bid price compliance. On April 20, 2026, the Company filed with the Listing Council the Company’s response to the Staff’s request “seeking guidance.” On April 21, 2026, the Listing Council, after reviewing the Staff’s and the Company’s submissions, notified Staff and the Company that the Listing Council believed that it is up to the Panel to adjudicate the Company’s Bid Price Rule noncompliance and remanded the matter to the Panel.

 

On April 24, 2026, the Company submitted its response to the Panel, and included a request for a new exception period, pursuant to Nasdaq Listing Rule 5815(c)(1)(A), to regain compliance with the Minimum Bid Price Requirement. Following briefing by the Company and the Staff, on May 29, 2026, the Company received a letter from the Panel stating that it had determined to grant the Company an exception to the Bid Price Rule, pursuant to which the Company must demonstrate compliance with the Bid Price Rule by achieving a closing bid price of $1.00 or more for ten (10) consecutive business days on or before June 30, 2026.

 

Item 9.01. Financial Statements and Exhibits. 

 

(c) Exhibits:

 

Exhibit No.   Description
99.1   Press release
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  TRILLER GROUP INC.
   
  By: /s/ Shu Pei Huang, Desmond
    Name:  Shu Pei Huang, Desmond
    Title: Acting Chief Financial Officer

 

Dated: June 2, 2026

 

2

Exhibit 99.1

 

 

 

Triller Group Inc. Receives Nasdaq Exception To Regain Minimum Bid Price Compliance

 

Los Angeles, June 02, 2026 (GLOBE NEWSWIRE) -- Triller Group Inc (Nasdaq: ILLR; ILLRW) (“Triller” or the “Company”) today announced that, on Friday, May 29, 2026, the Nasdaq Hearings Panel (the “Panel”) granted the Company an exception to June 30, 2026 to regain compliance with Nasdaq’s Bid Price Rule.

 

“We at Triller are grateful to Nasdaq’s Panel for giving us the necessary additional time to regain compliance with the Bid Price Rule, as we continue to work diligently to grow our business segments, pursue our corporate strategies, maintain regulatory compliance, and satisfy the expectations of our shareholders,” said Wing-Fai Ng, Chief Executive Officer of Triller. “I also want to reiterate the Board’s and my continued appreciation for the valuable knowledge, insights and guidance that our experienced specialists – Special Counsel Jacob Frenkel at Dickinson Wright PLLC and our listing experts David Donohoe and Katherine Petty at Donohoe Advisory Associates LLC – bring to our navigating successfully the processes with Nasdaq.”

 

Special Counsel Jacob Frenkel commented: “Congratulations yet again to Wing-Fai and the entire Triller team for this third successive successful challenge to the Nasdaq in its regulatory oversight process and securing this window of opportunity to regain compliance with the Bid Price Rule. Thank you to the extraordinary Donohoe Advisory team for their superior work to achieve this third consecutive victory for Triller. Working with Triller management is a true pleasure given their dedication to their shareholders and commitment to compliance. We are now pleased to hand back the reigns to Triller’s corporate counsel to complete the legal aspects of the well underway process for regaining timely full Bid Price Rule compliance.”

 

In a Form 8-K filed on June 2, 2026, the Company disclosed that On May 29, 2026, the Panel notified the Company that the Panel determined to grant Triller an exception to the Listing Rules of The Nasdaq Stock Market until June 30, 2026 in order to regain compliance with Listing Rule 5550(a)(2), the “Bid Price Rule.” Following a prior favorable decision for Triller by the Nasdaq Listing and Hearing Review Council (the “Listing Council”) and preceding the resumption of Triller’s securities’ trading on the the Nasdaq Stock Market, on April 6, 2026, Nasdaq Regulation Staff (“Nasdaq Staff”) submitted to the Listing Council a “Clarification Request” to assert non-compliance by the Company with the “Bid Price Rule.” Nasdaq Staff had sought to amend a Listing Council Decision favorable to Triller, which the Listing Council limited to the Periodic Filing Rule. Nasdaq Staff issued a Determination Letter as an additional deficiency notification, and “[sought] guidance” from the Listing Council relating to bid price compliance.

 

On April 20, 2026, the Company filed with the Listing Council the Company’s response to the Staff’s request “seeking guidance.” On April 21, 2026, the Listing Council, after reviewing the Staff’s and the Company’s submissions, notified Staff and the Company that the Listing Council believed that it is up to the Panel to adjudicate the Company’s Bid Price Rule noncompliance and remanded the matter to the Panel. On April 24, 2026, the Company submitted its response to the Panel, and included a request for a new exception period, pursuant to Nasdaq Listing Rule 5815(c)(1)(A), to regain compliance with the Minimum Bid Price Requirement. Following briefing by the Company and the Staff, on May 29, 2026, the Company received a letter from the Panel stating that it had determined to grant the Company an exception to the Bid Price Rule, pursuant to which the Company must demonstrate compliance with the Bid Price Rule by achieving a closing bid price of $1.00 or more for ten (10) consecutive business days on or before June 30, 2026.

 

If the Company demonstrates with evidence compliance for the required period, Nasdaq will notify Triller that it has regained compliance with the Bid Price Rule and the Company’s common stock will continue to be listed on The Nasdaq Capital Market. If Triller does not regain compliance within the exception period, then it is within the discretion of the Nasdaq Staff to initiate procedures to suspend trading and remove the Company’s securities from listing. Triller’s corporate securities counsel continues to advise the Company with the legal aspects and filings associated with regaining Bid Price Rule compliance.

 

As previously disclosed in a Form 8-K, on March 24, 2026, the Listing Council modified a December 26, 2025 decision of a Panel relating to the Company’s prior non-compliance with Nasdaq Listing Rule 5250(c)(1), the Periodic Filing Rule. Following the Company’s filing with the Securities and Exchange Commission of its Annual Report on Form 10-K for the year ended December 31, 2025, Triller’s securities resumed trading on The Nasdaq Capital Market on April 16, 2026.

 

Triller remains committed to maintaining compliance with all applicable Nasdaq listing requirements.

 

###

 

 

 

 

 

 

About Triller Group Inc.

 

Triller Group Inc. (Nasdaq: ILLR; ILLRW) is a technology and media company operating Triller App, a social media and live-streaming platform focused on music, sports, fashion and culture, together with AGBA Group, a Hong Kong-based financial-services and platform business with longstanding operations in wealth distribution, healthcare and related services across Asia.

 

Safe Harbor Statement

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding resumption of trading on Nasdaq, the Company’s ability to maintain timely SEC periodic reporting and Nasdaq compliance, the effectiveness of its remediation measures, the anticipated benefits of resumed Nasdaq trading, and the timing of future corporate updates. These statements are based on Triller’s current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially, including risks relating to the effects of the period of trading suspension and resumption of trading on Nasdaq, market conditions, the Company’s ability to execute its monetization and operating plans, the availability of financing, the identification, negotiation or completion of any acquisitions or other strategic transactions, compliance with listing standards and reporting requirements, legal or regulatory proceedings, and the other risks described in Triller’s SEC filings. The words “believe,” “estimate,” “anticipate,” “project,” “intend,” “expect,” “plan,” “outlook,” “scheduled,” “forecast” and similar expressions are intended to identify forward-looking statements.

 

The forward-looking statements contained in this press release speak only as of the date of its issuance. Except where required by applicable law, the Company expressly disclaims a duty to provide updates to forward-looking statements after the date of this press release to reflect subsequent events, changed circumstances, changes in expectations, or the estimates and assumptions associated with them. The forward-looking statements in this press release are intended to be subject to the safe harbor protection provided by the federal securities laws.

 

# # #

 

Contact:

Bethany Lai

Manager, Investor Relations and Communications 

Bethany.Lai@agba.com

 

 

 

FAQ

What did Triller Group Inc. (ILLR) announce regarding Nasdaq listing compliance?

Triller Group announced that Nasdaq’s Hearings Panel granted an exception until June 30, 2026 to regain compliance with the Bid Price Rule. This allows continued Nasdaq Capital Market listing while the company works to meet the minimum bid price requirement for its common stock.

What is required for Triller Group Inc. (ILLR) to regain Nasdaq bid price compliance?

To regain compliance, Triller’s common stock must achieve a closing bid price of at least $1.00 for ten consecutive business days on or before June 30, 2026. Meeting this standard would prompt Nasdaq to confirm compliance and keep the shares listed on the Nasdaq Capital Market.

What happens if Triller Group Inc. (ILLR) does not meet the Bid Price Rule by June 30, 2026?

If Triller does not regain compliance within the exception period ending June 30, 2026, Nasdaq staff has discretion to initiate procedures to suspend trading and remove the company’s securities from listing on the Nasdaq Capital Market, which could shift trading to less regulated venues.

How does this Nasdaq exception relate to Triller Group Inc.’s prior filing issues?

Previously, Triller faced non-compliance with Nasdaq’s Periodic Filing Rule, which was resolved after filing its Form 10-K for the year ended December 31, 2025. The current exception specifically addresses the Bid Price Rule and follows a remand from the Nasdaq Listing Council to the Hearings Panel.

Which Nasdaq listing rules are relevant to Triller Group Inc. (ILLR) in this update?

This update centers on Nasdaq Listing Rule 5550(a)(2), the Bid Price Rule, requiring a $1.00 minimum bid, and follows earlier issues under Listing Rule 5250(c)(1), the Periodic Filing Rule. The company now has an exception period to resolve the bid price deficiency while remaining listed.

Filing Exhibits & Attachments

5 documents