Powell Max (NASDAQ: PMAX) restores Nasdaq audit committee compliance and keeps listing

Rhea-AI Filing Summary

Powell Max Limited reported that it has regained compliance with Nasdaq’s audit committee requirements under Listing Rule 5605(c)(2). Nasdaq staff had notified the company on February 5, 2026 that it was out of compliance, but later determined that new board and audit committee appointments restored compliance.

In a letter dated February 12, 2026, Nasdaq confirmed the matter was closed, and Powell Max remains listed on the Nasdaq Capital Market under the symbol PMAX. The company provides financial communications services in Hong Kong, including financial printing, corporate reporting, translation, design, and related support for listed and pre-listing corporate clients and their advisors.

Positive

• Regained Nasdaq compliance and closed deficiency: Nasdaq confirmed on February 12, 2026 that Powell Max now satisfies Listing Rule 5605(c)(2) for audit committee composition, closing the compliance matter and allowing the company to remain listed on the Nasdaq Capital Market under the PMAX trading symbol.

Negative

• None.

Insights

Corporate governance and listing standards analyst

Powell Max resolved a Nasdaq audit committee deficiency and preserved its listing status.

Powell Max previously fell out of compliance with Nasdaq Listing Rule 5605(c)(2), which governs audit committee composition. Non-compliance with this rule can ultimately threaten an exchange listing if not corrected within prescribed timeframes.

The company appointed Andrew Hancox, Phillip Balatsos, Caroline Castleforte, and Lourdes Felix to its Board and Audit Committee, and provided this information to Nasdaq. Based on these appointments, Nasdaq determined the company now complies with the rule and confirmed in a February 12, 2026 letter that the matter is closed.

This resolution removes an immediate listing-related concern and means the shares remain on the Nasdaq Capital Market under the PMAX symbol. Future governance or listing-status developments would typically be communicated through similar disclosures and could further clarify the company’s longer-term compliance profile.

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 February 2026

Commission File Number: 001-42260

POWELL MAX LIMITED

(Exact name of registrant as specified in its charter)

22/F., Euro Trade Centre,

13-14 Connaught Road Central,

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 ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐     No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________.

EXPLANATORY NOTE

The Registrant issued a press release on February 13, 2026, announcing the receipt of notice from Nasdaq regarding the regained compliance with the Nasdaq Listing Requirements. A copy of this press release is attached hereto as Exhibit 99.1.

1

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated February 13, 2026

2

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, hereunto duly authorized.

	POWELL MAX LIMITED
	By:	/s/ Geordan Pursglove
		Geordan Pursglove
		Chief Executive Officer

Date: February 13, 2026

3

Exhibit 99.1 

Powell Max Limited Regains Compliance with NASDAQ Listing Requirements

HONG KONG, Feb. 13, 2026 (GLOBE NEWSWIRE) -- Powell Max Limited (Nasdaq: PMAX) (the “Company” or “Powell Max”), a financial communications services provider headquartered in Hong Kong, is pleased to announce that it has successfully regained compliance with Nasdaq’s audit committee requirements, as stated in Listing Rule 5605(c)(2)  (the “Rule”).

On February 5, 2026, Nasdaq staff notified the Company that it was not in compliance with the Rule. As disclosed in the Company’s Form 6-K filed with the Securities and Exchange Commission on February 10, 2026, the Company appointed Mr. Andrew Hancox, Mr. Phillip Balatsos, Ms. Caroline Castleforte, and Ms. Lourdes Felix to its Board of Directors and Audit Committee.

Based on the information provided regarding these appointments, Nasdaq staff determined that the Company now complies with the Rule. In a letter dated February 12, 2026, Nasdaq confirmed that the matter was closed.

The Company remains listed on the Nasdaq Capital Market under the trading symbol “PMAX.”

About Powell Max Limited

Powell Max Limited is a financial communications services provider headquartered in Hong Kong. The Company engages in the provision of financial communications services that support capital market compliance and transaction needs for corporate clients and their advisors in Hong Kong. Its financial communications services cover a full range of financial printing, corporate reporting, communications and language support services from inception to completion, including typesetting, proofreading, translation, design, printing, electronic reporting, newspaper placement and distribution. The Company’s clients consist of domestic and international companies listed in Hong Kong, together with companies who are seeking to list in Hong Kong, as well as their advisors.

Forward-Looking Statements

This press release contains certain forward-looking statements, including statements with regard to the Company’s plan to regain compliance with the Nasdaq corporate governance requirements. Words such as “will,” “future,” “expects,” “believes,” and “intends,” or similar expressions, are intended to identify forward-looking statements. Forward-looking statements are subject to inherent uncertainties in predicting future results and conditions. Actual results could differ materially from those described in these forward-looking statements due to certain risk factors detailed in the Company’s filings with the United States Securities and Exchange Commission (the “SEC”). You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in our most recent annual report on Form 20-F and other reports and documents that we file from time to time with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

For investor and media inquiries, please contact:

Company Info:

Powell Max Limited

Investor Relations
ir@janfp.com
(852) 2158 2888

FAQ

What did Powell Max Limited (PMAX) announce in its February 2026 6-K?

Powell Max Limited announced it has regained compliance with Nasdaq’s audit committee requirements under Listing Rule 5605(c)(2). Nasdaq confirmed in a February 12, 2026 letter that the compliance matter was closed and the company remains listed on the Nasdaq Capital Market.

Why was Powell Max Limited previously out of compliance with Nasdaq rules?

On February 5, 2026, Nasdaq staff notified Powell Max that it was not in compliance with Listing Rule 5605(c)(2), which governs audit committee composition. The company then reconstituted its Board and Audit Committee, leading Nasdaq to determine that compliance had been restored.

How did Powell Max Limited regain compliance with Nasdaq Listing Rule 5605(c)(2)?

Powell Max regained compliance by appointing Andrew Hancox, Phillip Balatsos, Caroline Castleforte, and Lourdes Felix to its Board of Directors and Audit Committee. After reviewing information about these appointments, Nasdaq staff concluded the company satisfies the audit committee requirements set out in the rule.

Does Powell Max Limited remain listed on the Nasdaq Capital Market after this update?

Yes. Nasdaq sent a letter dated February 12, 2026 confirming the audit committee compliance matter was closed. As a result, Powell Max Limited continues to trade on the Nasdaq Capital Market under the symbol PMAX, maintaining its U.S. exchange listing status.

What business does Powell Max Limited (PMAX) operate in Hong Kong?

Powell Max Limited is a financial communications services provider headquartered in Hong Kong. It supports capital market compliance and transaction needs through services such as financial printing, corporate reporting, translation, design, electronic reporting, and newspaper placement for listed and pre-listing companies and their advisors.

Who were the new directors appointed to Powell Max Limited’s Board and Audit Committee?

Powell Max Limited appointed four individuals to its Board and Audit Committee: Andrew Hancox, Phillip Balatsos, Caroline Castleforte, and Lourdes Felix. Nasdaq’s assessment of these appointments led to its conclusion that the company again complies with Listing Rule 5605(c)(2).

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE DATED FEBRUARY 13, 2026 6.4 KB