NetClass Technology (NASDAQ: NTCL) faces Nasdaq $1 bid-price warning and potential delisting risk

Rhea-AI Filing Summary

NETCLASS TECHNOLOGY INC reported that Nasdaq has notified the company its Class A ordinary shares no longer meet the minimum bid price requirement of $1 per share, after trading below that level for 30 consecutive business days. The notice does not immediately affect the listing, and the shares continue trading on Nasdaq under the symbol NTCL.

The company has 180 calendar days, until July 27, 2026, to regain compliance by having a closing bid of at least $1 for 10 consecutive business days. If it still falls short, NetClass may seek an additional compliance period, potentially including a reverse stock split, but Nasdaq could ultimately move to delist the shares. NetClass is evaluating options and aims to regain compliance, while cautioning there is no assurance it will succeed.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency and delisting risk: Nasdaq notified NETCLASS TECHNOLOGY INC that its shares no longer meet the $1 minimum bid price rule, triggering a 180-day compliance window and potential future delisting if the company cannot restore the price or qualify for an additional compliance period.

Insights

Equity market structure and listing standards analyst

Nasdaq bid-price deficiency puts NTCL at risk of eventual delisting if unresolved.

NETCLASS TECHNOLOGY INC has fallen out of compliance with Nasdaq’s $1 minimum bid rule after 30 consecutive business days below that level. The stock remains listed and trading under NTCL, but the company now faces a defined 180-day window ending on July 27, 2026 to restore the bid price.

Compliance can be regained if the closing bid reaches at least $1 for 10 straight business days. Failing that, NetClass could still obtain a second compliance period if it meets other Nasdaq Capital Market standards and formally commits to a cure, including a potential reverse stock split. Otherwise, Nasdaq may move toward delisting, with an appeal right to a hearings panel.

The company states it is evaluating options and intends to regain compliance, but explicitly notes there is no assurance it will do so or remain in compliance with other listing requirements. Future updates in its SEC filings or press releases will clarify whether it achieves the required bid-price levels or pursues structural measures such as a reverse stock split.

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 January 2026

Commission File Number:001-42440

NETCLASS TECHNOLOGY INC

(Translation of registrant’s name into English)

Unit 11-03, ABI Plaza

11 Keppel Road

Singapore 089057

(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 x Form 40-F ¨

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On January 27, 2026, NETCLASS TECHNOLOGY INC (the “Company”) received a letter from the Listings Qualifications Department of The Nasdaq Capital Market (“Nasdaq”) notifying the Company that the minimum closing bid price per share for its class A ordinary shares, par value US$0.00025 per share (“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 Nasdaq notification letter does not result in the immediate delisting of the Company’s Class A Ordinary Shares, and the shares will continue to trade uninterrupted under the symbol “NTCL.”

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until July 27, 2026 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. 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 July 27, 2026, the Company may be eligible for additional time. 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 Nasdaq determines that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for the additional compliance period, Nasdaq will provide notice that the Class A Ordinary Shares will be subject to delisting. The Company would have the right to appeal a determination to delist its Class A Ordinary Shares to a hearings panel.

On January 29, 2026, the Company issued a press release entitled “NETCLASS TECHNOLOGY INC Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency”. A copy of the please release is filed as Exhibit 99.1 to this Current Report on Form 6-K and is incorporated herein by reference.

This report on Form 6-K is incorporated by reference into the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on April 2, 2025 (Registration No. 333-286348) and Company’s Registration Statement on Form F-3 filed with the Securities and Exchange Commission on December 29, 2025 (Registration No. 333-292458).

2

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release - NETCLASS TECHNOLOGY INC Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency

3

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.

	NETCLASS TECHNOLOGY INC
Date: January 29, 2026	By:	/s/ Jianbiao Dai
	Name:	Jianbiao Dai
	Title:	Chief Executive Officer
		(Principal Executive Officer)

4

Exhibit 99.1

 

NETCLASS TECHNOLOGY INC Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency

SINGAPORE and HONG KONG, January 29, 2026 – NETCLASS TECHNOLOGY INC (Nasdaq: NTCL; the “Company” or “NetClass”), a leading B2B smart education IT solutions provider with offices in Shanghai, Hong Kong, Singapore and Tokyo, today announced that, on January 27, 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, and the shares will continue to trade uninterrupted under the symbol “NTCL”. Nasdaq has provided the Company with a 180 calendar-days compliance period, or until July 27, 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 additional time, 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 requirements.

About NETCLASS TECHNOLOGY INC

NETCLASS TECHNOLOGY INC is a leading B2B smart education specialist with offices in Shanghai, Hong Kong, Singapore, and Tokyo, providing innovative IT solutions to schools, training institutions, corporations, public agencies, and other organizations. Our services include SaaS subscription services and application software development, with solutions spanning teaching and campus management, online teaching, examinations, epidemic prevention, data storage, EDC (Education Credit) blockchain systems, and lecturer evaluation services. Our mission is to deliver reliable, high-quality products that drive sustainable growth for our customers. For more information, please visit the Company’s website: https://ir.netclasstech.com

 

Forward-Looking Statements

All statements other than statements of historical fact 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 “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other 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 investor and media inquiries, please contact:

NETCLASS TECHNOLOGY INC

Investor Relations

Email: ir@netclasstech.com

Jackson Lin

Lambert by LLYC

Phone: +1 (646) 717-4593

Email: jian.lin@llyc.global

FAQ

What Nasdaq notice did NETCLASS TECHNOLOGY INC (NTCL) receive?

NETCLASS TECHNOLOGY INC received a Nasdaq notice that its Class A ordinary shares no longer meet the continued listing requirement to maintain a minimum bid price of $1 per share for 30 consecutive business days. This triggers a formal compliance period but does not immediately affect trading on Nasdaq.

Does the Nasdaq bid price notice immediately delist NETCLASS TECHNOLOGY INC (NTCL)?

No, the notification has no immediate effect on listing or trading. NETCLASS TECHNOLOGY INC’s Class A ordinary shares continue to trade on the Nasdaq Capital Market under the symbol NTCL while the company works through the 180-day compliance period to address the minimum bid price deficiency.

How long does NETCLASS TECHNOLOGY INC (NTCL) have to regain Nasdaq bid price compliance?

Nasdaq granted NETCLASS TECHNOLOGY INC a 180 calendar-day compliance period, until July 27, 2026, to restore compliance. The company must achieve a closing bid price of at least $1 per share for a minimum of 10 consecutive business days within this timeframe to resolve the deficiency.

How can NETCLASS TECHNOLOGY INC (NTCL) regain compliance with Nasdaq’s $1 bid rule?

NETCLASS TECHNOLOGY INC can regain compliance if its Class A ordinary shares close at or above $1 per share for at least 10 consecutive business days during the 180-day period. The company is evaluating options and states it intends to timely regain compliance with Nasdaq’s continued listing requirement.

What happens if NETCLASS TECHNOLOGY INC (NTCL) fails to meet the bid price requirement by July 27, 2026?

If NETCLASS TECHNOLOGY INC does not regain compliance by July 27, 2026, it may still qualify for additional time if it meets other Nasdaq Capital Market standards and commits to a cure, potentially including a reverse stock split. Otherwise, Nasdaq may notify the company that its securities are subject to delisting.

Can NETCLASS TECHNOLOGY INC (NTCL) appeal a potential Nasdaq delisting?

Yes. If Nasdaq determines that NETCLASS TECHNOLOGY INC’s securities should be delisted after the compliance periods, the company would have the right to appeal that determination to a Nasdaq hearings panel. During such a process, the company could present its plan to regain and maintain compliance.

What forward-looking cautions does NETCLASS TECHNOLOGY INC (NTCL) give about regaining compliance?

NETCLASS TECHNOLOGY INC states it is evaluating options and intends to regain compliance but cautions there can be no assurance it will succeed or satisfy other Nasdaq listing standards. The company notes that actual results may differ materially from expectations, as described in its SEC filings and registration statements.