Real Messenger (RMSG) restores Nasdaq compliance after $1 minimum bid price cure

Rhea-AI Filing Summary

Real Messenger Corporation disclosed that it has regained compliance with Nasdaq’s minimum bid price rule. Nasdaq confirmed that the company’s class A ordinary shares closed at or above $1.00 per share for 10 consecutive business days from April 22 to May 5, 2026, resolving a prior deficiency triggered when the stock traded below $1.00 for 30 straight business days earlier in the year. The matter is now closed and the company remains listed on Nasdaq.

The filing also highlights that Real Messenger is a real estate technology platform founded in 2022, serving over 1 million users across 35 countries, with primary reach in the U.S. and growing presence in the U.K. and Australia.

Insights

Equity markets and listing standards analyst

Real Messenger has removed an immediate Nasdaq delisting risk by regaining the $1 bid price compliance.

Real Messenger Corporation received confirmation from Nasdaq that its shares met the $1.00 minimum bid price requirement for 10 consecutive business days through May 5, 2026. This resolves the earlier deficiency triggered by 30 consecutive days below $1.00.

Regaining compliance means the company preserves its Nasdaq Capital Market listing under Listing Rule 5550(a)(2), avoiding near-term delisting procedures tied specifically to bid price. This supports continued liquidity and visibility, though longer-term performance will still depend on Real Messenger’s operating and financial results.

Key Figures

Nasdaq minimum bid price: $1.00 per share Non-compliance period: 30 consecutive business days Compliance cure period: 10 consecutive business days +3 more

6 metrics

Nasdaq minimum bid price $1.00 per share Required under Listing Rule 5550(a)(2)

Non-compliance period 30 consecutive business days Below $1.00 from January 29 to March 12, 2026

Compliance cure period 10 consecutive business days At or above $1.00 from April 22 to May 5, 2026

User base Over 1 million users Global users on Real Messenger platform

Geographic reach 35 countries Real Messenger platform presence

Founding year 2022 Year Real Messenger Corporation was founded

Key Terms

Nasdaq Minimum Bid Price Requirement, Listing Rule 5550(a)(2), foreign private issuer, forward-looking statements, +1 more

5 terms

Nasdaq Minimum Bid Price Requirement regulatory

"has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share"

A Nasdaq minimum bid price requirement is a rule that a stock must trade above a set lowest share price (commonly $1) over a defined period to remain listed. It matters to investors because falling below that floor can trigger warnings, potential delisting, or corrective steps by the company — similar to failing to meet a grade that risks losing enrollment — which can reduce liquidity, access, and share value.

Listing Rule 5550(a)(2) regulatory

"regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price"

Listing Rule 5550(a)(2) is a Nasdaq listing standard that sets a minimum share-price requirement for securities to be listed or to remain listed on the Nasdaq Capital Market. It matters to investors because falling below that minimum can trigger delisting reviews or increased volatility, much like a safety bar on a ride — if a stock can’t meet the height requirement, it risks being removed from the exchange, which can reduce liquidity and access for buyers and sellers.

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-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.

forward-looking statements regulatory

"This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Form 20-F regulatory

"risk factors of Real Messenger described in Real Messenger’s Form 20-F initially filed with the SEC"

Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number 001-42413

REAL MESSENGER CORPORATION

695 Town Center Drive, Suite 1200

Costa Mesa, CA 92626

(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 ☐

Real Messenger Corporation Has Regained Compliance with Nasdaq Minimum Bid Price Requirement

On May 6, 2026, Real Messenger Corporation (the “Company”) received a formal notification from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Nasdaq Minimum Bid Price Requirement”).

As previously disclosed on March 16, 2026, the Company received a letter from Nasdaq dated March 13, 2026, notifying the Company that it was not in compliance with the Nasdaq Minimum Bid Price Requirement, because the closing bid price of the Company’s class A ordinary shares was below $1 per share for the last 30 consecutive business days (i.e. from January 29, 2026 to March 12, 2026).

Nasdaq has now determined that, for the last 10 consecutive business days, from April 22, 2026 to May 5, 2026, the closing bid price of the Company’s class A ordinary shares was at or above $1.00 per share, and accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and the prior minimum bid price deficiency matter is now closed.

The Company issued a press release on this development on May 7, 2026, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

2

SIGNATURE

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.

Dated: May 7, 2026

By:	/s/ Thomas Ma
Name:	Thomas Ma
Title:	Chief Executive Officer

3

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated May 7, 2026

4

Exhibit 99.1

Real Messenger Announces It Has Regained Compliance with Nasdaq Minimum Bid Price Requirement

Costa Mesa, CA – May 7, 2026 - Real Messenger Corporation (“Real Messenger” or the “Company”) (Nasdaq: RMSG), an innovative chat-based platform reimagining real estate connections, today announced that it received a formal notification from The Nasdaq Stock Market LLC (“Nasdaq”) dated May 6, 2026, notifying the Company that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Nasdaq Minimum Bid Price Requirement”).

On March 13, 2026, the Company had received a letter from Nasdaq, notifying the Company that it was not in compliance with the Nasdaq Minimum Bid Price Requirement, because the closing bid price of the Company’s class A ordinary shares was below $1 per share for the last 30 consecutive business days (i.e. from January 29, 2026 to March 12, 2026).

Nasdaq has now determined that, for the last 10 consecutive business days, from April 22, 2026 to May 5, 2026, the closing bid price of the Company’s class A ordinary shares was at or above $1.00 per share, and accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and the prior minimum bid price deficiency matter is now closed. 

About Real Messenger Corporation

Real Messenger Corporation (Nasdaq: RMSG) is a real estate technology platform headquartered in Costa Mesa, CA. Founded in 2022, Real Messenger is transforming real estate engagement by connecting agents, buyers, sellers, and other industry participants within a unified, social platform. With users across 35 countries, Real Messenger’s primary reach is in the U.S., with notable growth in key markets such as the U.K. and Australia.

With over 1 million users, Real Messenger is building a vibrant global community, creating a dynamic space for real estate connections, insights, and experiences. In recognition of its impact, Real Messenger was named to the 2023 HousingWire Tech 100 list, and its CEO, Thomas Ma, was honored in Inman’s “Best of Proptech” awards in 2023.

Cautionary Note Regarding Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should” “would,” “plan,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this communication and on the current expectations of Real Messenger’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Real Messenger. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.

If any of these risks materialize or Real Messenger’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Real Messenger does not presently know, or that Real Messenger currently believes are immaterial that could also cause actual results to differ from those contained in the forward- looking statements. In addition, forward-looking statements reflect Real Messenger’s current expectations, plans and forecasts of future events and views as of the date hereof. Nothing in this communication should be regarded as a representation by any person that the forward- looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of Real Messenger described in Real Messenger’s Form 20-F initially filed with the SEC on July 31, 2025, as amended, including those under “Risk Factors” therein. Real Messenger anticipates that subsequent events and developments will cause its assessments to change. However, while Real Messenger may elect to update these forward-looking statements at some point in the future, Real Messenger specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing Real Messenger’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Contacts

Real Messenger Corporation

ir@real.co

FAQ

What did Real Messenger Corporation (RMSG) announce in this Form 6-K?

Real Messenger announced it has regained compliance with Nasdaq’s minimum bid price rule. Nasdaq confirmed the company’s class A ordinary shares closed at or above $1.00 for 10 consecutive business days, closing a previously reported listing deficiency and maintaining its Nasdaq Capital Market listing status.

Why was Real Messenger Corporation (RMSG) previously non-compliant with Nasdaq rules?

Real Messenger was previously non-compliant because its class A ordinary shares closed below $1.00 per share for 30 consecutive business days, from January 29 to March 12, 2026. This triggered a deficiency notice under Nasdaq Listing Rule 5550(a)(2), which sets the minimum bid price requirement.

How did Real Messenger regain compliance with Nasdaq’s minimum bid price requirement?

Real Messenger regained compliance after Nasdaq determined that, from April 22 to May 5, 2026, its class A ordinary shares closed at or above $1.00 for 10 consecutive business days. Meeting this standard satisfied Nasdaq Listing Rule 5550(a)(2), and Nasdaq closed the prior minimum bid price deficiency matter.

What does Nasdaq Listing Rule 5550(a)(2) require for Real Messenger (RMSG)?

Nasdaq Listing Rule 5550(a)(2) requires Real Messenger’s listed securities to maintain a minimum bid price of $1.00 per share. If the closing bid stays below this level for 30 consecutive business days, Nasdaq may issue a deficiency notice, potentially leading to delisting if not cured.

What type of business is Real Messenger Corporation (RMSG)?

Real Messenger is a real estate technology platform headquartered in Costa Mesa, California. Founded in 2022, it connects agents, buyers, sellers, and other participants in a unified, social, chat-based platform, serving over 1 million users across 35 countries, with primary reach in the U.S.

How widespread is Real Messenger’s user base and where is it growing?

Real Messenger reports over 1 million users across 35 countries. While its primary reach is in the United States, the company notes notable user growth in key international markets such as the United Kingdom and Australia, supporting its positioning as a global real estate engagement platform.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 9.7 KB
• EX-99 GRAPHIC 4.0 KB