Nasdaq warns Park Ha Biological (NASDAQ: PHH) on bid price, value

Rhea-AI Filing Summary

Park Ha Biological Technology Co., Ltd. has received two Nasdaq deficiency notices, one for its share price and one for its market value. Nasdaq notified the company that its ordinary shares failed to meet the minimum closing bid price of $1 per share for 30 consecutive business days, triggering non-compliance with Nasdaq Listing Rule 5550(a)(2). The company has 180 days, until March 2, 2026, to regain compliance by having its bid price at or above $1 for at least ten consecutive trading days.

On the same date, Nasdaq also informed the company that its Market Value of Listed Securities had remained below the required $35 million for 30 consecutive business days under Listing Rule 5550(b)(2). The company has until March 2, 2026 to restore MVLS at or above $35 million for at least ten consecutive business days, or its securities may face delisting, subject to potential additional cure periods and appeal rights. The company states it intends to take reasonable measures and monitor its status but cannot assure it will regain or maintain compliance.

Positive

• None.

Negative

• Heightened Nasdaq delisting risk: Park Ha Biological now faces simultaneous deficiencies for both the $1 minimum bid price and $35 million market value of listed securities, with only an initial compliance window through March 2, 2026 before potential delisting actions and hearings come into play.

Insights

Equity Markets & Listing Standards Analyst

Nasdaq compliance risks emerge as Park Ha faces dual deficiencies.

Park Ha Biological Technology Co., Ltd. is simultaneously out of compliance with Nasdaq’s minimum bid price and minimum Market Value of Listed Securities requirements. The bid price of its ordinary shares stayed below $1 for 30 consecutive business days, and its MVLS stayed below $35 million for the same duration, each triggering a formal deficiency notice under Listing Rules 5550(a)(2) and 5550(b)(2).

Both letters grant an initial 180‑day window, through March 2, 2026, to regain compliance by sustaining the bid price at or above $1 and the MVLS at or above $35 million for at least ten consecutive business days. The company may seek a second 180‑day period for the bid price deficiency if it meets other initial listing standards and indicates it could cure the issue, including via a potential reverse stock split. If it fails to meet these conditions, Nasdaq can move toward delisting, subject to appeal to a hearings panel.

The dual deficiencies increase listing risk because the company must satisfy two separate quantitative standards within the same timeframe. Its statements that it intends to take reasonable measures and monitor MVLS, while acknowledging there is no assurance of regaining or maintaining compliance, underline the uncertainty around its continued presence on the Nasdaq Capital Market. Investors will learn more from future disclosures if the company implements measures such as a reverse split or other actions to address these thresholds.

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 September 2025

Commission File Number: 001-42453

Park Ha Biological Technology Co., Ltd.

901, Building C, Phase 2

Wuxi International Life Science Innovation Campus
196 Jinghui East Road

Xinwu District, Wuxi, Jiangsu Province
People’s Republic of China 214000

+86 400 012 7562

(Address of principal executive offices)

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 ☐

On September 2, 2025, Park Ha Biological Technology Co., Ltd. (“Company”) the Company received a letter (the “Min Bid Price Letter”) from the staff at Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the requirement to maintain a minimum closing bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2), because the closing bid price of the Company’s ordinary shares was below $1 per share for the last 30 consecutive business days. The Min Bid Price Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s ordinary shares on the Nasdaq Capital Market at this time.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until March 2, 2026, to regain compliance with the minimum bid price requirement. During this period, the Company’s ordinary shares will continue to trade on the Nasdaq Capital Market. If at any time before March 2, 2026, the bid price of the Company’s ordinary shares closes at or above $1 per share for a minimum of ten consecutive trading days, Nasdaq will provide written notification that the Company has achieved compliance with this minimum bid price requirement.

In the event the Company does not regain compliance by March 2, 2026, the Company may be eligible for an additional 180 calendar day compliance period to demonstrate compliance with the bid price requirement. To qualify for the additional 180-day period, 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 to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, then Nasdaq will notify the Company of its determination to delist the Company.

The Company intends to take all reasonable measures to regain compliance under the Nasdaq Listing Rule 5550(a)(2). However, there can be no assurance that the Company will be able to maintain compliance with the Nasdaq Capital Market’s continued listing requirements or regain compliance with the minimum bid price requirement as set forth in Nasdaq Listing Rule 5550(a)(2).

On September 2, 2025, the Company also received a letter (the “Market Value Deficiency Letter”) notifying the Company that, for the 30 consecutive business days prior to the date of the Market Value Deficiency Letter, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $35 million required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2). The Market Value Deficiency Letter is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq.

In accordance with Nasdaq listing rule 5810(c)(3)(C), the Company has 180 calendar days, or until March 2, 2026 (the “Compliance Period”), to regain compliance. The Market Value Deficiency Letter notes that to regain compliance, the Company’s MVLS must close at or above $35 million for a minimum of ten consecutive business days during the Compliance Period. If the Company does not regain compliance by the end of the Compliance Period, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a hearings panel.

The Company intends to actively monitor the Company’s MVLS between now and March 2, 2026, and may, if appropriate, evaluate available options to resolve the deficiency and regain compliance with the MVLS requirement. While the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing standards.

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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.

	Park Ha Biological Technology Co., Ltd.
Date: September 5, 2025	By:	/s/ Xiaoqiu Zhang
	Name:	Xiaoqiu Zhang
	Title:	Chief Executive Officer, Chairperson of the Board of Directors

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FAQ

What Nasdaq compliance issues were disclosed by PHH in this 6-K?

The company reported that Nasdaq notified it of two deficiencies: its ordinary shares failed to maintain the minimum $1 closing bid price under Listing Rule 5550(a)(2), and its Market Value of Listed Securities was below the required $35 million for 30 consecutive business days under Listing Rule 5550(b)(2).

How long does PHH have to regain Nasdaq bid price compliance?

Under Nasdaq Listing Rule 5810(c)(3)(A), the company has 180 calendar days, until March 2, 2026, to regain compliance by having its ordinary shares close at or above $1 per share for at least ten consecutive trading days.

What are the conditions for PHH to regain market value compliance with Nasdaq?

To regain compliance with the $35 million Market Value of Listed Securities requirement, the company’s MVLS must close at or above $35 million for a minimum of ten consecutive business days during the Compliance Period ending March 2, 2026.

Could PHH receive more time to fix its Nasdaq bid price deficiency?

If the company does not regain bid price compliance by March 2, 2026, it may be eligible for an additional 180‑day period, provided it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards (except the bid price), and notifies Nasdaq of its intention to cure the shortfall, potentially via a reverse stock split.

What happens if PHH cannot regain compliance with Nasdaq listing standards?

If the company fails to regain compliance with the bid price or market value requirements within the allowed periods, Nasdaq staff may determine to delist the company’s securities from the Nasdaq Capital Market. The company would then have the right to appeal any delisting determination to a hearings panel.

How is PHH responding to the Nasdaq deficiency letters?

The company states that it intends to take all reasonable measures to regain compliance with the minimum bid price requirement and to actively monitor its MVLS, and may evaluate options such as a reverse stock split if appropriate, while cautioning there is no assurance it will regain or maintain compliance.