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Real Messenger (Nasdaq: RMSG) warned on sub-$1 bid, given 180 days

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Real Messenger Corporation reported that Nasdaq notified it on July 22, 2026 that its class A ordinary shares failed to meet the $1.00 per share minimum closing bid requirement under Nasdaq Listing Rule 5550(a)(2) after trading below that level for 30 consecutive business days from June 8 to July 21, 2026. The notice does not immediately affect trading.

Under Nasdaq Listing Rule 5810(c)(3)(A), Real Messenger has 180 calendar days, until January 19, 2027, to regain compliance by achieving a closing bid of at least $1.00 for 10 consecutive business days. The company may qualify for an additional 180-day period if it meets other listing standards and notifies Nasdaq of plans to cure the deficiency, potentially through a reverse stock split. Real Messenger is monitoring its share price and evaluating options but warns there is no assurance it will regain or maintain compliance.

Positive

  • None.

Negative

  • Nasdaq minimum bid price deficiency notice creates a clear risk of eventual delisting if Real Messenger cannot restore and maintain at least a $1.00 bid by January 19, 2027 or any extended period.

Filing Explained

The filing specifies that any reverse stock split used to regain compliance during the first period must be completed at least 10 business days before January 19, 2027; a second 180-day period is conditional on meeting other Nasdaq standards and giving written notice, otherwise Nasdaq may issue a delisting notice.

Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5550(a)(2) minimum closing bid for class A ordinary shares
Noncompliance period 30 consecutive business days Closing bid below $1 per share from June 8, 2026 to July 21, 2026
Initial compliance period 180 calendar days Time until January 19, 2027 to regain minimum bid price compliance
Trading requirement to cure 10 consecutive business days Days with closing bid at or above $1.00 needed to regain compliance
Countries with users 35 countries Geographic reach of Real Messenger’s real estate platform
User base size Over 1 million users Scale of global community on the Real Messenger platform
Founding year 2022 Year Real Messenger Corporation was founded
Nasdaq Listing Rule 5550(a)(2) regulatory
"requirement to maintain a minimum closing bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2)"
Nasdaq Capital Market market
"listing or trading of the Company’s class A ordinary shares on the Nasdaq Capital Market at this time"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
reverse stock split financial
"If the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
market value of publicly held shares financial
"required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards"
The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.
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.

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

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FAQ

What Nasdaq notification did Real Messenger (RMSG) receive in July 2026?
Real Messenger received a Nasdaq notice that its class A ordinary shares failed the $1.00 minimum closing bid requirement after trading below $1.00 for 30 consecutive business days from June 8 to July 21, 2026. The notice does not immediately affect its listing.

How long does Real Messenger (RMSG) have to regain Nasdaq bid price compliance?
Real Messenger has 180 calendar days, until January 19, 2027, to regain compliance. It must achieve a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during this compliance period.

Could Real Messenger (RMSG) be delisted from Nasdaq because of this deficiency?
Real Messenger could face delisting if it cannot cure the minimum bid price deficiency, even after any additional 180-day period. Nasdaq may delist the securities if compliance is not restored or if Real Messenger is otherwise ineligible for continued listing.

What steps might Real Messenger (RMSG) take to regain Nasdaq compliance?
Real Messenger is monitoring its share price and evaluating options, including a potential reverse stock split. Any reverse split used to regain compliance must be completed at least ten business days before January 19, 2027, to count toward the cure.

When can Real Messenger (RMSG) receive a second Nasdaq compliance period?
If still noncompliant on January 19, 2027, Real Messenger may receive an additional 180-day period if it meets market value and other initial Nasdaq Capital Market standards, except bid price, and gives written notice of its intention to cure, potentially via reverse stock split.

What business does Real Messenger (RMSG) operate and how large is its user base?
Real Messenger runs a chat-based real estate technology platform connecting agents, buyers, sellers, and others. Headquartered in Costa Mesa, it was founded in 2022, has users in 35 countries, and reports a community of over 1 million users worldwide.

 

 

 

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 July 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 ☐

 

 

 

 

 

 

Nasdaq Notification Regarding Minimum Bid Price Deficiency

 

On July 22, 2026, Real Messenger Corporation (“Company”) received a letter (the “Nasdaq Letter”) from the staff at Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the requirement to maintain a minimum closing bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2), 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 June 8, 2026 to July 21, 2026). The Nasdaq Letter is only a notification of deficiency. It does not result in the immediate delisting and has no current effect on the listing or trading of the Company’s class A ordinary shares on the Nasdaq Capital Market at this time.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until January 19, 2027 (the “Compliance Period”), to regain compliance with the minimum bid price requirement. To regain compliance with the minimum bid price requirement, the closing bid price of the Company’s class A ordinary shares must be at least $1.00 per share for a minimum of 10 consecutive business days at any time prior to the expiration of Compliance Period. If the Company regains compliance with the minimum bid price requirement within the Compliance Period, Nasdaq will provide the Company with written confirmation and will close the matter. If the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to January 19, 2027 in order to regain compliance.

 

If the Company does not regain compliance by January 19, 2027, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that its securities will be subject to delisting.

 

The Company is monitoring the closing bid price of its class A ordinary shares and evaluating options to regain compliance with the minimum bid price requirement, including by effecting a reverse stock split, if necessary. However, there can be no assurance that the Company will be able to timely regain or maintain compliance with Nasdaq’s continued listing requirement.

 

The Company issued a press release on this development on July 23, 2026, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 

 

 

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: July 23, 2026

 

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

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release dated July 23, 2026

 

 

 

 

Exhibit 99.1

 

Real Messenger Announces Receipt of Nasdaq Notification Letter Regarding Minimum Price Deficiency

 

Costa Mesa, CA – July 23, 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 notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) dated July 22, 2026, notifying the Company that it is not in compliance with the requirement to maintain a minimum closing bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2), 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 June 8, 2026 to July 21, 2026). The Nasdaq Letter is only a notification of deficiency. It does not result in the immediate delisting and has no current effect on the listing or trading of the Company’s class A ordinary shares on the Nasdaq Capital Market at this time.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until January 19, 2027 (the “Compliance Period”), to regain compliance with the minimum bid price requirement. To regain compliance with the minimum bid price requirement, the closing bid price of the Company’s class A ordinary shares must be at least $1.00 per share for a minimum of 10 consecutive business days at any time prior to the expiration of Compliance Period. If the Company regains compliance with the minimum bid price requirement within the Compliance Period, Nasdaq will provide the Company with written confirmation and will close the matter. If the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to January 19, 2027 in order to regain compliance.

 

If the Company does not regain compliance by January 19, 2027, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that its securities will be subject to delisting.

 

The Company is monitoring the closing bid price of its class A ordinary shares and evaluating options to regain compliance with the minimum bid price requirement, including by effecting a reverse stock split, if necessary. However, there can be no assurance that the Company will be able to timely regain or maintain compliance with Nasdaq’s continued listing requirement.

 

1

 

 

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

 

2

 

Source: View Original Filing on SEC EDGAR

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