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QMMM Holdings Limited (QMMM), a Cayman Islands holding company for Hong Kong-based digital media, virtual reality and avatar solutions, filed its annual report for the year ended September 30, 2025, highlighting small-scale operations, recurring losses and significant listing risk on Nasdaq.
Revenue was about US$2.0 million in 2025 versus US$2.7 million in 2024 and US$2.8 million in 2023, while net losses were US$2.0 million, US$1.6 million and US$1.3 million, respectively. Sales from its Quantum Fit and Quantum Human solutions contributed 10.9% of 2025 revenue. The company discloses high customer concentration, rapid-technology and pricing pressure, and dependence on obtaining additional financing.
On June 17, 2026 QMMM received a Nasdaq Staff Delisting Determination, citing discretionary concerns and delayed filing of this Form 20-F; trading in the Class A Ordinary Shares is halted and continued listing depends on a successful appeal and compliance plan. The company has a dual-class structure with 48,951,842 Class A and 8,254,500 Class B shares outstanding, giving founder Bun Kwai 77.13% aggregate voting power through Class B shares, and employs 26 staff, all in Hong Kong.
QMMM Holdings Ltd. reports that Nasdaq has issued a Staff Delisting Determination for its securities under Nasdaq Listing Rule IM-5101-4, also citing the company’s delayed Form 20-F for the year ended September 30, 2025 as a separate basis for delisting under Rule 5250(c)(1).
The company plans to appeal by requesting an oral hearing before the Nasdaq Hearings Panel and will submit a written plan of compliance while seeking a time-limited exception under Rule 5815. A trading halt under Rule 4120(a)(5) remains in effect, and any stay of suspension tied to the appeal is limited to 15 days unless an additional stay is granted. QMMM cautions there is no assurance the Panel will approve its compliance plan or grant the requested exception.
QMMM Holdings Ltd. reported a change in its independent auditor. On June 5, 2026, the Audit Committee accepted the resignation of EliteCPA P.C. as independent registered public accounting firm and approved the appointment of GGF CPA LTD, effective immediately.
The company states that since EliteCPA’s engagement in December 2025 there were no adverse opinions, qualifications, disagreements on accounting or auditing matters, or reportable events. QMMM also reports that it did not consult either EliteCPA or GGF on specific accounting treatments or potential audit opinions before this change.
EliteCPA provided a letter to the SEC, filed as Exhibit 99.1, confirming its agreement with QMMM’s description of the circumstances around its resignation.
QMMM Holdings Ltd. has appointed Ms. Yung-Shan Hsiao as a non-employee, independent director, effective May 7, 2026, with annual compensation of US$18,000. She will serve until a successor is elected and qualified or earlier departure.
The Board determined that Ms. Hsiao is an independent director under U.S. SEC and Nasdaq rules and qualifies as an audit committee financial expert with the required financial sophistication. She will chair the audit committee and sit on the compensation and corporate governance and nominating committees.
Ms. Hsiao, age 30, brings over 10 years of finance and accounting experience across financial advisory, real estate and private equity roles. The company notes there are no family relationships between her and any employees or directors, and her director offer letter is filed as Exhibit 10.1.
QMMM Holdings Ltd. reported that Mr. Chun Kit Yu resigned on April 20, 2026 as an independent director, chairman of the audit committee, and member of the compensation and corporate governance and nominating committees. The company’s nominating and corporate governance committee has begun searching for a new independent director and will announce an appointment once made.
QMMM Holdings Ltd director Yu Chun Kit filed an initial Form 3, which is a statement of beneficial ownership for company insiders. This filing reports no insider transactions or derivative positions, serving as a baseline disclosure of his status as a director.
QMMM Holdings Limited reported that Nasdaq has notified the company it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because QMMM has not yet filed its annual report on Form 20-F for the fiscal year ended September 30, 2025. QMMM has 60 calendar days from the February 18, 2026 notice to submit a plan to regain compliance. If Nasdaq accepts this plan, QMMM may receive an exception of up to 180 calendar days from the original filing due date, or until August 17, 2026, to file the overdue report and any other periodic reports due in that period. The company is working with its accounting, audit and legal advisors on a compliance plan, and trading of its Class A Ordinary Shares on Nasdaq is not currently affected by the notice.
QMMM Holdings Ltd. (QMMM) reported a change in its Board of Directors. On November 24, 2025, independent director CHEUNG Yee Man Irving resigned from the Board for personal reasons, with the company stating that his departure was not due to any dispute or disagreement with the Board or the company.
On the same day, LUI Kwok Wai was appointed as an independent director to fill the vacancy. He also joined the company’s Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee. Mr. Lui, aged 35, has extensive experience in capital markets and corporate finance, including senior roles at OCI International Holdings Limited and other Hong Kong listed companies, as well as a science degree in engineering from the University of California, San Diego.
QMMM Holdings Ltd. reported a change of principal office. On October 1, 2025, the company moved its principal office to Workshop 9, 11/F., Kodak House II, 39 Healthy Street East, Hong Kong. The update was furnished on a Form 6-K as an administrative change in corporate information.
QMMM Holdings Ltd. reports that the U.S. Securities and Exchange Commission ordered a suspension of trading in its securities from 4:00 a.m. EDT on September 29, 2025, through 11:59 p.m. EDT on October 10, 2025. The company also received an information request from The Nasdaq Stock Market LLC on September 30, 2025, asking for certain information and documents. QMMM states that it has not participated in any price manipulation activity and that it will fully cooperate with both the SEC and Nasdaq.