Real Messenger (NASDAQ: RMSG) lifts equity above Nasdaq minimum after $4M unit sale

Rhea-AI Filing Summary

Real Messenger Corporation reports that it believes it has regained compliance with Nasdaq’s minimum stockholders’ equity requirement of $2,500,000 for continued listing. The company had previously reported stockholders’ equity of $1,110,873, which triggered a Nasdaq deficiency notice.

To address this, Real Messenger completed a best-efforts public offering of 5,714,284 units at US$0.70 per unit. The transaction generated approximately US$4.0 million in gross proceeds and about US$3.5 million in net proceeds, which increased stockholders’ equity above the required threshold. Nasdaq granted the company an extension through October 3, 2026 to evidence continued compliance. Nasdaq will keep monitoring the equity level, and the company may face delisting if future filings do not show ongoing compliance.

Positive

• Nasdaq compliance regained: The company believes it now meets Nasdaq’s $2,500,000 minimum stockholders’ equity requirement for continued listing, reducing near-term delisting risk.
• Capital raised via unit offering: A best-efforts public offering of 5,714,284 units at US$0.70 per unit generated approximately US$4.0 million in gross and US$3.5 million in net proceeds, strengthening the balance sheet.

Negative

• Ongoing delisting risk: Nasdaq will continue to monitor stockholders’ equity, and if the interim report for the six months ended September 30, 2026 does not show compliance, the company may be subject to delisting.
• Dependence on recent financing: Compliance with the equity standard currently relies on proceeds from a single offering, highlighting sensitivity to future operating results and capital position.

Insights

Equity markets and listing standards analyst

RMSG raises equity and temporarily averts Nasdaq delisting risk.

Real Messenger previously fell short of Nasdaq Listing Rule 5550(b)(1) with stockholders’ equity of $1,110,873, below the $2,500,000 threshold. This created a risk to its continued listing, which can affect liquidity and investor access.

The company executed a best-efforts public offering of 5,714,284 units at $0.70 per unit, generating about $4.0M in gross and $3.5M in net proceeds. Management states this increased stockholders’ equity above the minimum requirement, and Nasdaq granted an extension through October 3, 2026 to demonstrate compliance.

While this step appears to stabilize the listing in the near term, Nasdaq will review the company’s interim report for the six months ended September 30, 2026. If stockholders’ equity again falls short, the company may face renewed delisting proceedings, so sustainability of equity levels remains a key consideration.

Key Figures

Reported stockholders’ equity before plan: $1,110,873 Nasdaq minimum stockholders’ equity: $2,500,000 Units offered: 5,714,284 units +4 more

7 metrics

Reported stockholders’ equity before plan $1,110,873 As reported in unaudited interim financial report referenced in April 6, 2026 notice

Nasdaq minimum stockholders’ equity $2,500,000 Nasdaq Listing Rule 5550(b)(1) requirement for continued listing

Units offered 5,714,284 units Best-efforts public offering completed June 9, 2026

Unit offering price US$0.70 per unit Price for each unit in the June 2026 offering

Gross proceeds from offering approximately US$4.0 million Aggregate gross proceeds from unit sale

Net proceeds to company approximately US$3.5 million After placement agent fees and offering-related expenses

Nasdaq extension deadline October 3, 2026 Date through which Nasdaq granted time to evidence compliance

Key Terms

stockholders’ equity, Nasdaq Listing Rule 5550(b)(1), best-efforts public offering, pre-funded warrant, +1 more

5 terms

stockholders’ equity financial

"based on the reported stockholders’ equity of $1,110,873 as set forth"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

Nasdaq Listing Rule 5550(b)(1) regulatory

"requirement of $2,500,000 for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1)"

best-efforts public offering financial

"it intended to complete a best-efforts public offering of units"

A best-efforts public offering is when an investment bank or broker agrees to act as a salesperson for a company’s new stock or bond sale but does not promise to buy any unsold shares. Think of it like a consignment sale: the seller provides the goods and the agent tries to find buyers, and the final amount raised depends on demand. For investors this signals that market interest and pricing are uncertain and the company may raise less capital than planned.

pre-funded warrant financial

"each unit consisting of one Class A ordinary share (or one pre-funded warrant in lieu thereof)"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

forward-looking statements regulatory

"This Report contains forward-looking statements. Forward-looking statements include, but are not limited to"

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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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 June 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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Regained Compliance with Nasdaq Stockholders’ Equity Requirement

As previously disclosed, on April 6, 2026, Real Messenger Corporation (the “Company”) received written notification from the staff (the “Staff”) of the Nasdaq Capital Market (“Nasdaq”) dated April 6, 2026, indicating that, based on the reported stockholders’ equity of $1,110,873 as set forth in the Company’s unaudited interim financial report on Form 6-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2026, the Company did not meet the minimum stockholders’ equity requirement of $2,500,000 for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) (the “Rule”). The Rule requires a listed company to maintain a minimum of $2,500,000 in stockholders’ equity, $35,000,000 market value of listed securities, or $500,000 of net income from continuing operations in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. As of the date of the Staff’s deficiency letter, the Company did not satisfy any of these alternative standards.

On May 20, 2026, the Company submitted to the Staff a plan to regain compliance with the Rule (the “Compliance Plan”), pursuant to which the Company indicated that it intended to complete a best-efforts public offering of units in order to increase its stockholders’ equity above the minimum threshold required by the Rule. By letter dated June 9, 2026, the Staff notified the Company that, based on its review of the materials submitted on May 20, 2026, it had determined to grant the Company an extension of time, through October 3, 2026, to complete the public offering and to evidence compliance with the Rule.

As previously disclosed, on June 8, 2026, the Company entered into securities purchase agreements with several investors, pursuant to which the Company agreed to issue and sell a total of 5,714,284 units, on a best-efforts basis, at an offering price of US$0.70 per unit, with each unit consisting of one Class A ordinary share (or one pre-funded warrant in lieu thereof) and one common warrant to purchase one Class A ordinary share (the “Offering”). The Offering closed on June 9, 2026 and resulted in aggregate gross proceeds of approximately US$4.0 million, and net proceeds to the Company of approximately US$3.5 million after deducting placement agent fees and other offering-related expenses. The net proceeds of the Offering increased the Company’s stockholders’ equity above the minimum $2,500,000 threshold required under the Rule.

As of the date of this report, the Company believes that it has regained compliance with the minimum stockholders’ equity requirement of $2,500,000 for continued listing on the Nasdaq Capital Market under the Rule, based on the completion of the Offering described above.

Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement. If, at the time the Company files its next periodic report for the interim financials for the six months ended September 30, 2026 with the SEC and Nasdaq, the Company does not evidence compliance with the stockholders’ equity requirement, the Company may be subject to delisting.

This Report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements relating to its future activities, future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the Company’s filings with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report, except as required by law.

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.

Date: June 10, 2026	Real Messenger Corporation
	By:	/s/ Thomas Ma
	Name:	Thomas Ma
	Title:	Chief Executive Officer

3

FAQ

Why did Real Messenger Corporation (RMSG) receive a Nasdaq deficiency notice?

Real Messenger received a Nasdaq deficiency notice because its reported stockholders’ equity was US$1,110,873, below the US$2,500,000 minimum required under Nasdaq Listing Rule 5550(b)(1). It also did not meet the alternative market value or net income standards at that time.

How did Real Messenger Corporation (RMSG) regain compliance with Nasdaq’s equity requirement?

Real Messenger completed a best-efforts public offering of 5,714,284 units at US$0.70 per unit. The offering produced about US$4.0 million in gross and US$3.5 million in net proceeds, which management states lifted stockholders’ equity above Nasdaq’s US$2,500,000 minimum threshold.

What were the key terms of Real Messenger Corporation’s recent unit offering?

The company agreed to sell 5,714,284 units at an offering price of US$0.70 per unit. Each unit includes one Class A ordinary share or pre-funded warrant, plus one common warrant to purchase one Class A ordinary share, on a best-efforts basis to several investors.

How much cash did Real Messenger Corporation (RMSG) raise from the unit offering?

The unit offering generated approximately US$4.0 million in aggregate gross proceeds and about US$3.5 million in net proceeds, after placement agent fees and other offering-related expenses. These funds increased the company’s stockholders’ equity above Nasdaq’s minimum requirement.

What extension did Nasdaq grant to Real Messenger Corporation (RMSG)?

Nasdaq staff granted Real Messenger an extension through October 3, 2026 to complete the public offering and demonstrate compliance with the stockholders’ equity requirement. During this period, Nasdaq will continue to monitor the company’s equity position and related disclosures.

Could Real Messenger Corporation (RMSG) still be delisted from Nasdaq?

Delisting remains possible. If Real Messenger’s next interim report for the six months ended September 30, 2026 does not evidence compliance with the US$2,500,000 stockholders’ equity requirement, Nasdaq may initiate delisting. The company’s ongoing equity level will continue to be reviewed.