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 April 2026
Commission File Number: 001-41645
ICZOOM GROUP INC.
(Registrant’s Name)
Room 3801, Building A, Sunhope e·METRO,
No. 7018 Cai Tian Road
Futian District, Shenzhen
Guangdong, China, 518000
Tel: 86 755 86036281
(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 ☐
Information contained in this report
On April 13, 2026, ICZOOM
Group Inc., a Cayman Islands exempted company (the “Company”) received a notice in the form of a letter dated April 13, 2026,
from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the
Company that the minimum bid price per share of its 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 “Minimum Bid
Price Rule”).
The Nasdaq notification
letter does not result in the immediate delisting of the Company’s Class A ordinary shares, and the Class A ordinary shares will
continue to trade under the symbol “IZM” at this time.
Pursuant to Nasdaq Listing
Rule 5810(c)(3)(A), the Company has been given a compliance period of one hundred eighty (180) calendar days, or until October 12, 2026
(the “Compliance Period”), to regain compliance with the Minimum Bid Price Rule. 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 October 12, 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 stock split, if necessary.
If the Company meets these requirements, the Staff will inform the Company that it has been granted an additional 180 calendar days. However,
if it appears to Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, the Staff
will provide notice that its securities will be subject to delisting.
The Company intends to
monitor the bid price of its Class A ordinary shares and consider available options to regain compliance with the Minimum Bid Price Rule.
While the Company is exercising diligent efforts to maintain the listing of its Class A ordinary shares on Nasdaq, there can be no assurance
that the Company will be able to regain or maintain compliance with Nasdaq listing standards.
The Company, by filing
this Form 6-K, discloses its receipt of the Nasdaq notification letter regarding the minimum bid price requirement in accordance with
Nasdaq Listing Rule 5810(b).
On April 14, 2026,
the Company issued a press release announcing the receipt of the Nasdaq notification letter. A copy of the press release dated April
14, 2026 is included as Exhibit 99.1 to this report.
Exhibits
| Exhibit No. |
|
Description |
| 99.1* |
|
Press
Release dated April 14, 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, thereunto
duly authorized.
| |
ICZOOM Group Inc. |
| |
|
|
| Date: April 14, 2026 |
By: |
/s/ Lei Xia |
| |
Name: |
Lei Xia |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
ICZOOM Group Inc. Announces Receipt of Nasdaq
Notification Regarding Minimum Bid Price Deficiency
Hong Kong, April 14, 2026 (GLOBE NEWSWIRE) -- ICZOOM Group Inc.
(Nasdaq: IZM) (the “Company”), a B2B electronic component products e-commerce platform, today announced that on April 13,
2026, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that based on the closing bid price of the Class A ordinary shares of the Company for the last 30 consecutive business days,
the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid
price of $1 per share.
The notification has no immediate effect on the listing or trading
of the Company’s Class A ordinary shares on Nasdaq. Nasdaq has provided the Company with an 180 calendar days compliance period,
or until October 12, 2026, in which to regain compliance with Nasdaq continued listing requirement. In the event that the Company does
not regain compliance in the compliance period, the Company may be eligible for an additional 180 calendar days, should the Company 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 is able to provide written notice of its intention to cure the deficiency
during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears that the Company will not
be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities
will be subject to delisting.
The Company is currently evaluating options to regain compliance and
intends to timely regain compliance with Nasdaq’s continued listing requirement. Although the Company will use all reasonable efforts
to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule
or will otherwise be in compliance with other Nasdaq continued listing requirement.
About ICZOOM Group Inc.
ICZOOM Group Inc. (Nasdaq: IZM) is primarily engaged in sales of electronic
component products to customers in Hong Kong and mainland China through its B2B e-commerce platform. These products are primarily used
by China based small and medium-sized enterprises (“SMEs”) in the consumer electronic industry, Internet of Things (“IoT”),
automotive electronics and industry control segments. By utilizing latest technologies, the Company’s platform collects, optimizes
and presents product offering information from suppliers of all sizes, all transparent and available to its SME customers to compare and
select. In addition to the sales of electronic component products, the Company also provides services to customers such as temporary warehousing,
logistic and shipping, and customs clearance.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements.
These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations
and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy
and financial needs. Investors can identify these forward-looking statements by words or phrases such as “anticipate,” “estimate,”
“plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,”
“we intend,” “may,” “should,” “will,” “could” and similar expressions. The
Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or
circumstances, or changes in its expectations, except as may be required by law. 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 registration statement and other filings with the U.S. Securities and Exchange
Commission.
For more information, please contact:
ICZOOM Group Inc.
Lei Xia
Chief Executive Officer
Email: iczoomir@mtxpack.com
