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 November 2026
Commission
File Number: 001-42907
CHARMING
MEDICAL LIMITED
(Translation
of registrant’s name into English)
Units
1803-1806, 18/F, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, 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 ☐
Nasdaq
Delisting Determination and Suspension of Trading
As
previously disclosed, Charming Medical Limited (the “Company”) received a delisting determination letter, dated October 29,
2026, from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq had
determined to delist the Company’s securities pursuant to Nasdaq Listing Rule IM-5101-4.
The
Company did not request a hearing by the November 5, 2026 deadline. As a result, trading in the Company’s securities on Nasdaq
will be suspended at the opening of business on November 9, 2026. Nasdaq will subsequently file a Form 25-NSE with the U.S. Securities
and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The
Nasdaq Stock Market.
The
Company issued a press release on November 9, 2026, announcing the upcoming suspension of trading in the Company’s securities on
Nasdaq. A copy of this press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
Forward-Looking
Statements
This
Form 6-K contains forward-looking statements that involve risks and uncertainties. The risks and uncertainties involved include market
conditions and other risks detailed from time to time in the Company’s periodic reports and other filings with the SEC. You are
cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and
assumptions and speak only as of the date of this Form 6-K. The Company does not intend to revise or update any forward-looking statement
in this Form 6-K as a result of new information, future events or otherwise, except as required by law.
Financial
Statements and Exhibits
The
following exhibit is being furnished herewith:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release Dated November 9, 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.
Date:
November 9, 2026
| |
Charming
Medical Limited |
| |
|
|
| |
By: |
/s/
Kit Wong |
| |
Name: |
Kit
Wong |
| |
Title: |
Chief Executive Officer
and
Chairman of the Board of Directors |
Exhibit 99.1
Charming
Medical Limited Announces Nasdaq Delisting Determination and Suspension of Trading
Hong Kong, Nov. 09, 2026 (GLOBE NEWSWIRE) -- Charming Medical
Limited (Nasdaq: MCTA) (the “Company”), a Hong Kong-based provider of Traditional Chinese Medicine (TCM)-inspired therapies
and products, today announced that, because the Company did not request a hearing by the November 5, 2026 deadline, trading in the Company’s
securities on The Nasdaq Stock Market LLC (“Nasdaq”) will be suspended at the opening of business on November 9, 2026.
As
previously announced on November 5, 2026, the Company received a delisting determination letter, dated October 29, 2026, from the Listing
Qualifications Staff of Nasdaq notifying the Company that Nasdaq Staff has determined to delist the Company’s securities from Nasdaq
pursuant to Nasdaq Listing Rule IM-5101-4.
The
U.S. Securities and Exchange Commission (the “SEC”) temporarily suspended trading in the Company’s securities from
November 12, 2025 through November 25, 2025 because of potential manipulation in the securities of the Company effectuated through recommendations
made to investors by unknown persons via social media to purchase, hold, and/or sell the securities of the Company and to send screenshots
documenting their transaction, which appear to be designed to artificially inflate the price and trading volume of the securities of
the Company (the SEC’s order can be found at https://www.sec.gov/files/litigation/suspensions/2025/34-104176-ts.pdf). On November
26, 2025, Nasdaq halted trading in the Company’s securities, and the halt has remained in effect since then.
Nasdaq
Listing Rule 5101 provides Nasdaq with “broad discretionary authority over the initial and continued listing of securities in Nasdaq
in order to maintain the quality of and public confidence in its market, to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, and to protect investors and the public interest.” Listing Rule IM-5101-4 further
expands on this authority, allowing Nasdaq “to exercise discretion to delist a company from Nasdaq based on the potential for one
or more third parties to engage in misconduct impacting a company’s securities where the SEC has implemented a temporary trading
suspension.”
Nasdaq
will subsequently file a Form 25-NSE with the SEC, which will remove the Company’s securities from listing and registration on
The Nasdaq Stock Market. The Company will make further announcements as and when appropriate.
To
date, Nasdaq has not communicated any findings or determination that the Company engaged in wrongdoing in connection with the recent
trading activity in the Company’s securities or otherwise. The delisting determination does not have any immediate effect on the
Company’s ongoing business operations or financial condition, and the Company will continue to conduct its business in the ordinary
course.
Following
the suspension of trading on Nasdaq, the Company’s securities may be eligible for quotation in the over-the-counter (OTC) market.
However, there can be no assurance that any broker-dealer will make a market in or quote the Company’s securities or that an active
or sustained secondary trading market will develop for the Company’s securities. Trading in the over-the-counter market may be
subject to limited availability of information, reduced liquidity and greater volatility.
About
Charming Medical Limited
Charming
Medical Limited (the “Company”) is a Hong Kong-based provider of Traditional Chinese Medicine (TCM)-inspired therapies and
products. The Company integrates TCM principles with modern technology to enhance quality of life and promote holistic well-being. Through
its four wellness centers in Hong Kong, the Company offers a wide range of services, including womb-warming therapy, pelvic detox therapy,
moxibustion, prenatal massage, and traditional abdominal binding, designed to address women’s health issues such as menstrual irregularities,
hormonal imbalance, and postpartum recovery. Under its “Beauty Lab” brand, Charming Medical Limited also develops and distributes
TCM-inspired supplements and beauty products, such as uterine care patches, probiotic washes, and nourishing herbal formulations, aimed
at improving women’s constitution and vitality. In addition, the Company provides technical training, dietary therapy consultancy,
and franchise opportunities to extend its wellness philosophy to other practitioners and entrepreneurs. For more information, please
visit https://charmingmed.com.
Forward-Looking
Statement
This
press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals,
strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical
facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,”
“expect,” “anticipate,” “project,” “estimate,” or similar expressions that do not relate
solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance
and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed
in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties
related to market conditions and other factors discussed in the “Risk Factors” section of the registration statement and
Form 20-F filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking
statements in this press release. 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.
Investor
Relations Contacts
Charming
Medical Limited
Investor
Relations
Tel:
+852-3797-8461
Email:
ir@hkbeautylab.com
