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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
July 9, 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
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 1301 N Broadway, STE 98065, |
|
|
| Los Angeles, CA |
|
90012 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (947) 622-9043
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 0.025 share of Common Stock for $230.00 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 July 9, 2026, the
Nasdaq Hearings Panel (the “Panel”) notified Triller Group Inc. (“Triller” or the “Company”) that
it granted Triller an exception to regain compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) until July
30, 2026.
As previously disclosed,
following a successful appeal to the Nasdaq Listing and Hearing Review Council (the “Listing Council”), which modified a December
26, 2025 Panel decision to delist the Company’s securities for non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Periodic
Filing Rule”), trading resumed on April 16, 2026 after the Company filed its Annual Report on Form 10-K for the year ended December
31, 2025.
On April 6, 2026, Nasdaq
Regulation Staff submitted a “Clarification Request” to the Listing Council seeking to assert non-compliance with the Bid
Price Rule. On April 21, 2026, the Listing Council remanded the matter to the Panel. On May 29, 2026, the Panel granted the Company an
exception requiring 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.
On July 9, 2026, the
Panel granted the extension requiring the Company to achieve a closing bid price of $1.00 or more for twenty (20) consecutive business
days on or before July 30, 2026.
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.
| |
TRILLER GROUP INC. |
| |
|
| |
By: |
/s/ Shu Pei Huang, Desmond |
| |
Name: |
Shu Pei Huang, Desmond |
| |
Title: |
Acting Chief Financial Officer |
| |
|
|
| Dated: July 15, 2026 |
|
|
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