[6-K] TDH Holdings, Inc. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

TDH Holdings, Inc. reports that Nasdaq has confirmed the company is back in compliance with exchange rules requiring an independent board majority and a properly composed audit committee. The issue arose after a prior notice of non-compliance but was resolved following the appointment of Xu Luo to the board and audit committee. Nasdaq notified the company on April 15, 2026, that the matter is closed.

Insights

Equity governance analyst

Nasdaq confirms TDH Holdings has restored board and audit committee compliance.

TDH Holdings, Inc. previously faced a Nasdaq notice for failing to meet independent director and audit committee requirements under Listing Rules 5605(b)(1) and 5605(c)(2)(A). Nasdaq had granted a cure period extending as far as March 11, 2027.

The company appointed Xu Luo to its board of directors and audit committee, addressing the independence and committee composition gaps. On April 15, 2026, Nasdaq notified the company that it is now in compliance and that the matter is closed.

This update removes an exchange-compliance overhang and supports continued listing, but it does not alter the company’s financial profile. Future disclosures in periodic reports will provide more context on how the refreshed governance structure functions over time.

Key Figures

Nasdaq cure deadline: March 11, 2027 Alternate cure deadline: September 8, 2026 Nasdaq compliance confirmation date: April 15, 2026 +1 more

4 metrics

Nasdaq cure deadline March 11, 2027 Latest date by which the company could regain compliance under cure period

Alternate cure deadline September 8, 2026 Outside date if the next annual meeting occurred before this date

Nasdaq compliance confirmation date April 15, 2026 Date Nasdaq notified TDH Holdings that it is now in compliance

Prior Nasdaq notice date March 13, 2026 Date the company announced receiving the original non-compliance notice

Key Terms

independent director, audit committee, Nasdaq Listing Rule 5605(b)(1), Nasdaq Listing Rule 5605(c)(2)(A), +1 more

5 terms

independent director financial

"no longer complied with Nasdaq’s independent director and audit committee requirements"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

audit committee financial

"independent director and audit committee requirements as set forth in Listing Rule 5605"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Nasdaq Listing Rule 5605(b)(1) regulatory

"requirements as set forth in Listing Rule 5605(b)(1) and 5605(c)(2)(A)"

Nasdaq Listing Rule 5605(c)(2)(A) regulatory

"requirements as set forth in Listing Rule 5605(b)(1) and 5605(c)(2)(A)"

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

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

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: 001-38206

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:

TDH Holdings, Inc. (the “Company”) previously announced on March 13, 2026, that the Company received a notice from the Listing Qualifications Department of Nasdaq (“Nasdaq”) that the Company no longer complied with Nasdaq’s independent director and audit committee requirements as set forth in Listing Rule 5605(b)(1) and 5605(c)(2)(A) (collectively the “Rules”), and confirmed 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, by no later than September 8, 2026.

On April 15, 2026, Nasdaq notified the Company that it’s now in compliance with the Rules and the matter is now closed due to the previously announced appointment of Xu Luo to the Company’s board of directors and audit committee.

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: April 17, 2026

2

FAQ

What did TDH Holdings (PETZ) announce in its April 2026 Form 6-K?

TDH Holdings announced that Nasdaq has confirmed the company is back in compliance with its independent director and audit committee requirements. This follows an earlier non-compliance notice and removes an exchange-governance issue that could have affected its continued listing status.

Why was TDH Holdings (PETZ) previously non-compliant with Nasdaq rules?

Nasdaq notified TDH Holdings that it no longer met Listing Rules 5605(b)(1) and 5605(c)(2)(A), which require a majority of independent directors and a compliant audit committee. The notice triggered a cure period during which the company needed to restore its board and committee structure.

How did TDH Holdings (PETZ) regain compliance with Nasdaq listing rules?

TDH Holdings regained compliance after appointing Xu Luo to its board of directors and audit committee. This appointment addressed Nasdaq’s independent director and audit committee composition requirements, leading Nasdaq to confirm on April 15, 2026, that the matter is closed and the rules are satisfied.

What cure period did Nasdaq grant TDH Holdings (PETZ) to fix the issue?

Nasdaq granted TDH Holdings a cure period lasting until the earlier of the next annual shareholder meeting or March 11, 2027, or, if that meeting occurs before September 8, 2026, then no later than September 8, 2026. The company resolved the issue well within this timeframe.

Which specific Nasdaq listing rules are referenced in the TDH Holdings (PETZ) filing?

The filing cites Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2)(A), which cover independent director requirements and audit committee composition. It also references Rule 5605(b)(1)(A) and Rule 5605(c)(4), which outline the cure periods Nasdaq can grant when companies temporarily fall out of compliance.