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Scage Future warned on Nasdaq value thresholds

Scage Future faces multiple Nasdaq listing deficiencies and has until late 2026–early 2027 to restore compliance or risk delisting or a market-tier transfer.

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Scage Future (SCAG) reports that Nasdaq has notified it that its Market Value of Listed Securities (MVLS) and Market Value of Publicly Held Shares (MVPHS) have been below the required thresholds for 30 consecutive business days, putting its Nasdaq Global Market listing at risk.

The company has 180 calendar days, through February 23, 2027, to regain compliance by having MVLS at or above US$50 million and MVPHS at or above US$15 million for at least ten consecutive business days, with Nasdaq able to require up to 20 days. Trading in its ADSs continues, but a deficiency flag will be displayed, and the company could face delisting or need to transfer to the Nasdaq Capital Market if it cannot cure these and previously disclosed minimum bid price and audit committee composition deficiencies.

Positive

  • None.

Negative

  • Multiple Nasdaq listing deficiencies increase delisting risk, including MVLS below US$50 million, MVPHS below US$15 million, a prior minimum bid price notice, and an audit committee composition issue, all with compliance deadlines between December 2026 and February 23, 2027.
  • Public deficiency status may pressure the stock, as Nasdaq will display a deficiency indicator with SCAG quotation data and list the company among non-compliant issuers, potentially affecting investor perception and liquidity.
  • Uncertain path to regaining compliance, since Scage Future only states it intends to monitor MVLS and MVPHS and consider options, including a possible transfer to the Nasdaq Capital Market, with no assurance it can meet the required thresholds within the allowed periods.

Filing Explained

The September 2 filing adds that Nasdaq also found Scage Future does not meet the Total Assets and Total Revenue listing standard, creating an additional current listing deficiency; the company says its business operations are unaffected by the notification.

Minimum Market Value of Listed Securities (MVLS) requirement US$50,000,000 Required threshold for continued Nasdaq Global Market listing under Listing Rule 5450(b)(2)(A)
Minimum Market Value of Publicly Held Shares (MVPHS) requirement US$15,000,000 Required threshold for continued Nasdaq Global Market listing under Listing Rule 5450(b)(2&3)(C)
MVLS and MVPHS compliance period 180 calendar days Compliance period ending February 23, 2027 to regain MVLS and MVPHS compliance
MVLS and MVPHS compliance deadline February 23, 2027 Date by which Scage Future must regain MVLS and MVPHS compliance
Minimum bid price compliance deadline December 8, 2026 End of compliance period for prior Nasdaq minimum bid price deficiency notice
Audit committee remediation deadline December 22, 2026 End of remediation period for Nasdaq audit committee composition notice
Review window for MVLS and MVPHS deficiency 30 consecutive business days July 16, 2026 to August 26, 2026 period used by Nasdaq to determine non-compliance
Market Value of Listed Securities market
"based on the Company’s Market Value of Listed Securities (“MVLS”)"
Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.
Market Value of Publicly Held Shares market
"based on the Company’s Market Value of Publicly Held Shares (“MVPHS”)"
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.
Nasdaq Global Market market
"required for continued listing on The Nasdaq Global Market"
The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.
Nasdaq Capital Market market
"may be eligible to transfer its listing to The Nasdaq Capital Market"
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.
minimum bid price requirement market
"received a notification from Nasdaq on June 11, 2026 regarding the minimum bid price requirement"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
audit committee composition regulatory
"received a notification regarding the composition of its audit committee"

FAQ

What Nasdaq compliance issues did Scage Future (SCAG) disclose?

Scage Future disclosed Nasdaq notices that its Market Value of Listed Securities fell below US$50 million and its Market Value of Publicly Held Shares fell below US$15 million, plus earlier notices on the minimum bid price and audit committee composition requirements.

How long does Scage Future (SCAG) have to regain Nasdaq MVLS and MVPHS compliance?

Scage Future has 180 calendar days, through February 23, 2027, to regain compliance. Its MVLS must reach at least US$50 million and MVPHS at least US$15 million for a minimum of ten consecutive business days, with Nasdaq able to require up to 20 days.

Is Scage Future’s (SCAG) stock still trading on the Nasdaq Global Market?

Yes. The company states that the Nasdaq notifications have no immediate effect on listing or trading of its American depositary shares, which continue to trade on the Nasdaq Global Market under the symbol SCAG, though a deficiency indicator will be shown online.

What happens if Scage Future (SCAG) fails to regain Nasdaq compliance by the deadlines?

If Scage Future does not regain compliance, Nasdaq may notify the company that its securities are subject to delisting. The company could then appeal to a Nasdaq Hearings Panel or, if eligible, apply to transfer its listing to the Nasdaq Capital Market.

What other Nasdaq deadlines does Scage Future (SCAG) face besides MVLS and MVPHS?

Scage Future previously received a minimum bid price notice with a compliance period through December 8, 2026, and an audit committee composition notice with a remediation period through December 22, 2026, in addition to the MVLS and MVPHS deadline of February 23, 2027.

Are Scage Future’s (SCAG) business operations affected by the Nasdaq notifications?

The company states that its business operations are not affected by the Nasdaq notifications. The issues relate to listing standards such as market value, bid price, and audit committee composition, rather than day-to-day operating activities.

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

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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 September 2026

 

Commission File Number: 001-42632

 

Scage Future

 

2F, Building 6, No. 6 Fengxin Road,

Yuhuatai District, Nanjing City

Jiangsu Province, 210012

People’s Republic of China

(Address of principal executive office)

 

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 — Scage Future Receives Nasdaq Notifications Regarding Market Value of Listed Securities and Market Value of Publicly Held Shares Requirements

 

 1 

 

 

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, thereunto duly authorized.

 

  Scage Future
     
Date: September 2, 2026 By: /s/ Chao Gao
  Name: Chao Gao
  Title: Chairman and Chief Executive Officer

 

 2 

 

Exhibit 99.1 

 

Scage Future Receives Nasdaq Notifications Regarding Market Value of Listed Securities and Market Value of Publicly Held Shares Requirements

 

NANJING, China, September 2, 2026 — Scage Future (Nasdaq: SCAG) (“Scage” or the “Company”), a zero-emission solution provider of new energy heavy-duty commercial vehicles and e-fuel solutions, today announced that on August 27, 2026 the Company received two notification letters (together, the “Notification Letters”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”). This press release is issued pursuant to Nasdaq Listing Rule 5810(b), which requires prompt disclosure upon receipt of a deficiency notification.

 

The first Notification Letter advised the Company that, based on Nasdaq’s review of the Company’s Market Value of Listed Securities (“MVLS”) for the 30 consecutive business days from July 16, 2026 to August 26, 2026, the Company no longer meets the minimum MVLS of US$50,000,000 required for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A). Nasdaq calculates MVLS based on the most recent total shares outstanding multiplied by the daily closing bid price. Nasdaq also noted in the letter that the Company does not meet the requirements of Nasdaq Listing Rule 5450(b)(3)(A), the Total Assets and Total Revenue standard.

 

The second Notification Letter advised the Company that, based on Nasdaq’s review of the Company’s Market Value of Publicly Held Shares (“MVPHS”) for the 30 consecutive business days from July 16, 2026 to August 26, 2026, the Company no longer meets the minimum MVPHS of US$15,000,000 required for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2&3)(C). Nasdaq calculates MVPHS based on the most recent publicly held shares information multiplied by the closing bid price.

 

In accordance with Nasdaq Listing Rules 5810(c)(3)(C) and 5810(c)(3)(D), the Company has been provided a compliance period of 180 calendar days, through February 23, 2027, to regain compliance with each requirement. To regain compliance, the Company’s MVLS must close at US$50,000,000 or more, and its MVPHS must close at US$15,000,000 or more, in each case for a minimum of ten consecutive business days. Nasdaq staff may, in its discretion, require the Company to satisfy the applicable requirement for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining that compliance has been demonstrated.

 

The Notification Letters have no immediate effect on the listing or trading of the Company’s American depositary shares, which continue to trade on The Nasdaq Global Market under the symbol “SCAG.” A deficiency indicator will be displayed with quotation information for the Company’s securities on Nasdaq.com and NasdaqTrader.com, and the Company will be included in the list of non-compliant companies published on the Nasdaq Listing Center commencing five business days from the date of the Notification Letters.

 

If the Company does not regain compliance with either requirement prior to the expiration of the applicable compliance period, it will receive written notification that its securities are subject to delisting, at which time the Company may appeal the determination to a Nasdaq Hearings Panel. Alternatively, the Company may be eligible to transfer its listing to The Nasdaq Capital Market, provided it meets the Capital Market’s continued listing requirements.

 

As previously disclosed, the Company received a notification from Nasdaq on June 11, 2026 regarding the minimum bid price requirement, with a compliance period through December 8, 2026. The Company has also received a notification regarding the composition of its audit committee, with a remediation period through December 22, 2026.

 

The Company intends to monitor its MVLS and MVPHS and to consider the options available to it to regain compliance, which may include applying to transfer its listing to The Nasdaq Capital Market. The Company’s business operations are not affected by the receipt of the Notification Letters. There can be no assurance that the Company will regain compliance with the MVLS or MVPHS requirements within the applicable compliance periods.

 

   

 

 

About Scage Future

 

Scage Future is a leading zero-emission technology provider in China, dedicated to decarbonizing global commercial transportation through its portfolio of advanced heavy-duty NEV trucks and innovative e-fuel systems. Through strategic partnerships with top-tier vehicle manufacturers and a strong quality control framework, the Company delivers intelligent, high-performance NEVs addressing the transport needs across logistics, mining and port operations. The Company has a proven track record in the design, production, and testing of next-generation heavy-duty NEVs, including the Dragon II plug-in hybrid dump truck, Galaxy II plug-in hybrid truck, and Q-Truck autonomous tractor trailer.

 

Forward-Looking Statements

 

Certain statements in this announcement are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company’s ability to regain compliance with the applicable Nasdaq continued listing requirements within the compliance periods, the Company’s intention to monitor its MVLS and MVPHS, the potential transfer of the Company’s listing to The Nasdaq Capital Market, and the Company’s available options to address the deficiencies described herein. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “assesses,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the U.S. Securities and Exchange Commission.

 

For more information, please contact:

 

Scage Future

Investor Relations

Emily Wang

Head of Investor Relations

Email: scageIR@scagefd.com

 

   

Filing Exhibits & Attachments

1 document