TDH Holdings flagged for Nasdaq board non-compliance

TDH Holdings, Inc. reported that Nasdaq has notified the company it is not in compliance with Nasdaq Listing Rule 5605, which requires a majority of independent directors on the Board and at least three independent members on the Audit Committee.

Rhea-AI Filing Summary

TDH Holdings, Inc. reported that Nasdaq has notified the company it is not in compliance with Nasdaq Listing Rule 5605, which requires a majority of independent directors on the Board and at least three independent members on the Audit Committee. The issue arose after the March 11, 2026 resignation of director Qiu Li, which left the Board and its committees without the required number of independent members. Nasdaq has granted a cure period lasting until the earlier of the company’s next annual shareholder meeting or March 11, 2027, with an earlier deadline of September 8, 2026 if the next annual meeting occurs before that date. TDH plans to regain compliance by appointing an additional independent director to fill the vacancy on the Board, Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, while its shares continue trading on Nasdaq under the ticker PETZ.

Positive

• None.

Negative

• Nasdaq governance non-compliance: TDH is currently not meeting Nasdaq Listing Rule 5605 for board independence and audit committee composition following a director resignation, introducing potential listing-risk if compliance is not restored within the prescribed cure period.

Insights

Equity governance and listing standards analyst

Nasdaq board and audit committee deficiency creates listing-risk overhang.

TDH Holdings has fallen out of compliance with Nasdaq’s independent director and audit committee requirements after a board member resigned on March 11, 2026. This is a governance and listing-status issue rather than an operating or financial development.

Nasdaq’s notice confirms a cure period extending to the earlier of the next annual meeting or March 11, 2027, with a September 8, 2026 backstop tied to meeting timing. The company states its intention to appoint an additional independent director to restore compliance across multiple committees.

The key risk is prolonged non-compliance, which could eventually threaten Nasdaq listing if unresolved, although the shares currently continue trading. Investors will likely focus on whether TDH fills the independent director vacancy and discloses restored compliance within the cure window outlined in the notice.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq notice did TDH Holdings (PETZ) receive in March 2026?

TDH Holdings received a Nasdaq Listing Qualifications notice stating it is not in compliance with Nasdaq Listing Rule 5605 for independent directors and audit committee composition, triggered by a board member’s resignation on March 11, 2026.

Why is TDH Holdings (PETZ) out of compliance with Nasdaq’s board rules?

TDH Holdings became non-compliant after Qiu Li resigned from the Board and its committees on March 11, 2026, leaving the company without a majority of independent directors and without three independent members on its Audit Committee, as required by Nasdaq Listing Rule 5605.

How long does TDH Holdings have to regain Nasdaq compliance?

Nasdaq granted TDH Holdings a cure period until the earlier of its next annual shareholder meeting or March 11, 2027. If that annual meeting occurs before September 8, 2026, the company must show compliance no later than September 8, 2026.

What steps does TDH Holdings (PETZ) plan to take to fix the Nasdaq deficiency?

TDH Holdings plans to appoint an additional independent director to its Board. That person is expected to serve on the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, restoring compliance with Nasdaq’s independent director and audit committee requirements.

Does the Nasdaq deficiency notice affect trading of TDH Holdings shares?

The company states the Nasdaq notification has no immediate effect on trading. TDH Holdings’ common shares continue to trade uninterrupted on Nasdaq under the ticker PETZ while it works to regain compliance within the allowed cure period.

What risks does TDH Holdings highlight in its forward-looking statements?

TDH notes risks around its strategies, business development, and the commercial real estate market, including leasing conditions and tenant health, plus competition, regulation, and macroeconomic conditions in China and the United States, which could cause actual results to differ from its forward-looking statements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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Accepted by SEC EDGAR 03/18/2026 - 04:00 PM EDT Learn about SEC filing dates

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 March 2026

Commission file number: 001-38206

TDH HOLDINGS, INC.

(Registrant’s name)

c/o Beijing Wenxin Co., Ltd.
Room 1104, Full Tower, 9 East Third Ring Middle Road, Chaoyang District, Beijing
People’s Republic of China

(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 ☐

Explanatory Note:

On March 18, 2026, TDH Holdings, Inc. issued a press release announcing the receipt of a Nasdaq notice regarding Board and Audit Committee composition requirements. A copy of the press release is attached hereto as Exhibit 99.1.

EXHIBIT INDEX

Number		Description of Exhibit
99.1		Press Release dated March 18, 2026.

1

SIGNATURES

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 thereunto duly authorized.

	TDH HOLDINGS, INC.
	By:	/s/ Dandan Liu
		Dandan Liu
		Chair and Chief Executive Officer
Dated: March 18, 2026

2

Exhibit 99.1

TDH Holdings, Inc. Announces Receipt of Nasdaq Notice Regarding Board and Audit Committee Composition Requirements

BEIJING, China, March 18, 2026 /PRNewswire/ -- TDH Holdings, Inc. (NASDAQ: PETZ) (“TDH” or the “Company”), a PRC-based company that is an owner, operator and manager of commercial real estate properties, announced that it has received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq’s independent director and audit committee requirements as set forth in Listing Rule 5605. This press release is issued pursuant to Nasdaq Listing Rule 5810(b), which requires disclosure of receipt of a deficiency notification. The notification has no immediate effect on the listing of the Company’s common shares, which will continue to trade uninterrupted on Nasdaq under the ticker “PETZ.”

On March 11, 2026, the Company notified Nasdaq that, due to the resignation of Qiu Li from the Company’s Board and its committees effective as of March 11, 2026, the Company was no longer in compliance with Nasdaq Listing Rule 5605(b)(1), requiring that a majority of the Board consist of independent directors, and Nasdaq Listing Rule 5605(c)(2)(A), requiring that the Audit Committee consist of at least three independent board members.

 On March 13, 2026, the Company received a notice from the Listing Qualifications Department of Nasdaq that the Company no longer complies with Nasdaq’s independent director and audit committee requirements as set forth in Listing Rule 5605, and confirming the availability of the cure period under Nasdaq Listing Rule 5605(b)(1)(A) and Nasdaq Listing Rule 5605(c)(4), permitting the Company to regain compliance with Nasdaq Listing Rule 5605(b)(1) and Nasdaq Listing Rule 5605(c)(2)(A) by the earlier of the Company’s next annual meeting of stockholders or March 11, 2027, or, if the next annual meeting of stockholders is held before September 8, 2026, then the Company must evidence compliance no later than September 8, 2026.

The Company intends to regain compliance as soon as possible, and within the cure periods provided under Nasdaq Listing Rule 5605(b)(1)(A) and Nasdaq Listing Rule 5605(c)(4), by appointing an additional independent director of the Company to fill the vacancy on the Company’s Board and its Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

About TDH Holdings, Inc.

Founded in April 2002, TDH Holdings, Inc. (the “Company”) (NASDAQ: PETZ), a PRC-based company that is an owner, operator and manager of commercial real estate properties. More information about the Company can be found at www.tiandihui.com.

Safe Harbor Statement

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. 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. Specifically, the Company’s statements regarding filing the vacancy on its board and committees within the cure period provided by Nasdaq, are 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 following: the Company’s goals and strategies; the Company’s future business development; general risks affecting the commercial real estate industry (including, without limitation, the inability to enter into or renew leases on favorable terms, changes in client preferences and space utilization, dependence on clients’ financial condition, and competition from other developers, owners and operators of real estate); changes in technology; economic conditions;, reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in China and the United States and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the Securities and Exchange Commission. 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 U.S. Securities and Exchange Commission, 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. 

For more information, please contact:

Feng Zhang, CFO

Email: tdhpets@163.com

Phone: +86 183-1102-1983

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE DATED MARCH 18, 2026 7.7 KB