QMMM flagged by Nasdaq for late Form 20-F

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.

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Nasdaq non-compliance notice: QMMM is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not filed its Form 20-F for the year ended September 30, 2025, creating a formal deficiency that could ultimately affect its listing if not cured.

Insights

Equity listing & disclosure analyst

Nasdaq flagged QMMM for a late 20-F, but trading continues during a defined cure window.

QMMM Holdings Limited has been notified by Nasdaq that it is not in compliance with Listing Rule 5250(c)(1) due to not filing its Form 20-F for the year ended September 30, 2025. This rule requires timely filing of periodic financial reports.

QMMM has 60 calendar days from the February 18, 2026 notice to submit a plan to regain compliance. If Nasdaq accepts the plan, the company can have up to 180 calendar days from the original due date, until August 17, 2026, to complete the missing 20-F and any other periodic filings due in that period.

Nasdaq will weigh factors such as QMMM’s past filing history, reasons for the delay, other corporate events, financial condition and public disclosures when evaluating the plan. If Nasdaq does not accept the plan, QMMM can appeal to a Hearings Panel. The company states that trading of its Class A Ordinary Shares on Nasdaq is not currently affected by this delinquency notice.

FAQ

Why did QMMM (QMMM) receive a delinquency notification from Nasdaq?

QMMM received the delinquency notice because it has not filed its annual report on Form 20-F for the fiscal year ended September 30, 2025, as required by Nasdaq Listing Rule 5250(c)(1), which mandates timely submission of periodic financial reports by listed companies.

How long does QMMM have to regain compliance with Nasdaq rules?

QMMM has 60 calendar days from the February 18, 2026 notice to submit a compliance plan. If Nasdaq accepts the plan, the company may receive up to 180 calendar days from the original due date, or until August 17, 2026, to file the overdue Form 20-F and related reports.

Is QMMM stock trading on Nasdaq currently affected by the delinquency notice?

According to QMMM, trading of its Class A Ordinary Shares on Nasdaq is not currently affected by the delinquency notice. The company remains listed while it prepares and submits a compliance plan and works through Nasdaq’s review and potential exception period process.

What factors will Nasdaq consider in evaluating QMMM’s compliance plan?

Nasdaq will consider the likelihood QMMM can file the late Form 20-F and any subsequent periodic filings within the 180-day period, the company’s past compliance history, reasons for the delay, other corporate events, overall financial condition, and the company’s public disclosures.

What happens if Nasdaq does not accept QMMM’s plan to regain compliance?

If Nasdaq does not accept QMMM’s plan, the company will have the opportunity to appeal the decision to a Hearings Panel. The notice itself does not automatically suspend trading, but unresolved deficiencies after these processes can lead to more serious listing consequences.

What steps is QMMM taking in response to Nasdaq’s delinquency notification?

QMMM states it is working with its accounting, audit and legal professionals to prepare and submit a plan to Nasdaq that outlines how it will regain compliance by filing its overdue Form 20-F and any other periodic reports required within the permitted timeframe.

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

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Accepted by SEC EDGAR 02/23/2026 - 04:20 PM 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 February 2026

Commission File Number: 001-42183

QMMM Holdings Ltd.

(Registrant’s Name)

Workshop 9, 11/F., Kodak House II,

39 Healthy Street East,

Hong Kong

(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 ☐

Exhibit Index.

Exhibit No.		Description
99.1		Press Release – Receipt of Delinquency Notification from Nasdaq

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, thereunto duly authorized.

	QMMM Holdings Ltd.
Date: February 23, 2026	By:	/s/ Bun Kwai
	Name:	Bun Kwai
	Title:	Chief Executive Officer, Director and Chairman of the Board

3

Exhibit 99.1

QMMM Announces Receipt of Delinquency Notification from Nasdaq

Hong Kong, February 23, 2026 (PRNEWSWIRE) – QMMM Holdings Limited (NASDAQ: QMMM) (the “Company” or “QMMM”), a digital media advertising, virtual avatar & virtual apparel technology service provider in Hong Kong, today announced that on February 18, 2026 it received a notice from Nasdaq stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company has not yet filed its annual report on Form 20-F for the fiscal year ended September 30, 2025.

Under Nasdaq rules, the Company now has 60 calendar days to submit a plan to regain compliance and, if such plan is accepted by Nasdaq, an exception of up to 180 calendar days from the original filing’s due date may be granted, or until August 17, 2026, to regain compliance. In determining whether to accept such plan, Nasdaq will consider such things as the likelihood that the filing, along with any subsequent periodic filing that will be due, can be made within the 180-day period, the Company’s past compliance history, the reasons for the late filing, other corporate events that may occur within Nasdaq’s review period, the Company’s overall financial condition and its public disclosures. Any subsequent periodic filing that is due within the 180-day exception period must be filed no later than the end of the period. If the plan to regain compliance is not accepted, the Company will have the opportunity to appeal that decision to a Hearings Panel.

The Company is currently working with its accounting, audit and legal professionals to prepare and submit a compliance plan to Nasdaq. Trading of the Company’s Class A Ordinary Shares on Nasdaq is not currently affected by this notice.

About QMMM Holdings Limited

QMMM Holdings Limited (the “Company”) is an award-winning digital advertising and marketing production services company. Through its operating subsidiaries ManyMany Creations Limited and Quantum Matrix Limited in Hong Kong, the Company has used interactive design, animation, art-tech and virtual technologies in over 500 commercial campaigns. The Company has worked with large domestic and international banks, real estate developers, world famous amusement park, top international athletic apparel and footwear brands and luxury cosmetic products and international brands for their advertising and creation work in Hong Kong. Standing prominently in Hong Kong for over 18 years in the industry, with top creativity, premium account servicing, and ever-advancing tech R&D, the Company continues to be one of the top premium choices for enterprises and multinational enterprises looking for large scale content-heavy and tech-integrated campaigns. The clients of the Company include local and international banks, real-estate developers, luxury brands, high fashion houses, and theme parks.

Safe Harbor Statement

This press release contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these forward-looking statements, you should consider various factors, including: our ability to satisfy the closing conditions related to the offering, our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward-looking statement.

Forward-looking statements are only predictions. The forward-looking events discussed in this press release and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us. We are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this press release and other statements made from time to time by us or our representatives might not occur.

For enquiry, please contact:

QMMM Holdings Limited

Unit 1301, Block C,

Sea View Estate,

8 Watson Road,

Tin Hau, Hong Kong

Phone: +852 3549 6889

Email: info@qmmm.io

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 12.0 KB