Nasdaq flags Scage Future (NASDAQ: SCAG) bid price as director resigns

Rhea-AI Filing Summary

Scage Future reports that Nasdaq has notified the company its ADSs no longer meet the exchange’s $1.00 minimum bid price requirement after trading below that level for 30 consecutive business days. The company has 180 calendar days, until December 8, 2026, to regain compliance by maintaining at least a $1.00 closing bid for 10 consecutive business days and avoiding a closing bid price of $0.10 or less for over 10 consecutive trading days. Failure to comply could lead to delisting, though the company could appeal and is considering options such as a reverse stock split.

The company also discloses that on April 8, 2026, independent director Calvin Kung resigned due to an unresolved disagreement related to the company’s operations, and no successor has yet been appointed.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency notice after 30 consecutive business days below $1.00, creating a clear delisting risk if compliance is not restored by December 8, 2026.
• Independent director resignation over unresolved disagreement related to company operations on April 8, 2026, with the board seat still vacant, signaling potential governance and oversight concerns.

Insights

Equity governance and listing specialist

Nasdaq compliance risk and a director resignation raise governance concerns.

Scage Future has received a Nasdaq notice for failing the $1.00 minimum bid price requirement over 30 consecutive business days. The company has 180 days, until December 8, 2026, to restore its bid price for at least 10 consecutive business days and avoid extended trading at or below $0.10.

If compliance is not regained, the ADSs may be delisted, with only an appeal to a Nasdaq Listing Qualifications Panel as a final step. The company notes it may consider actions such as a reverse stock split, but outcomes are uncertain based on the text provided.

Separately, the resignation of independent director Calvin Kung on April 8, 2026 due to an unresolved disagreement related to operations, and the current vacancy, signal potential governance friction. Subsequent disclosures may clarify how the board addresses this vacancy and any operational issues referenced.

Key Figures

Minimum bid price requirement: $1.00 per ADS Low-price threshold: $0.10 per ADS Compliance period length: 180 calendar days +2 more

5 metrics

Minimum bid price requirement $1.00 per ADS Nasdaq Listing Rule 5550(a)(2) threshold

Low-price threshold $0.10 per ADS Must not be at or below this for over 10 consecutive trading days

Compliance period length 180 calendar days Period to regain Nasdaq minimum bid price compliance

Compliance deadline December 8, 2026 Final day of initial Nasdaq compliance period

Director resignation date April 8, 2026 Effective date of independent director Calvin Kung’s resignation

Key Terms

Nasdaq Listing Rule 5550(a)(2), minimum bid price, reverse stock split, independent director, +1 more

5 terms

Nasdaq Listing Rule 5550(a)(2) regulatory

"as required by the Listing Rules 5550(a)(2) of the Nasdaq"

minimum bid price financial

"failed to maintain a minimum bid price of $1.00 per share"

The minimum bid price is the lowest share price that a market, regulator, or specific offering will accept for a trade, listing, or auction—think of it as a reserve or floor that a stock must meet to qualify for certain actions. It matters to investors because falling below that floor can limit trading options, trigger compliance measures or delisting risks, and affect liquidity and the perceived value of a holding, much like a reserve price in an auction sets the baseline for a sale.

reverse stock split financial

"options to regain compliance ... could include effecting a reverse stock split"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

independent director financial

"Mr. Calvin Kung, an independent director of the Company, notified the Company of his resignation"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Nasdaq Listing Qualifications Panel regulatory

"appeal the delisting determination by the Staff to the Nasdaq Listing Qualifications Panel"

A Nasdaq Listing Qualifications Panel is a group of independent reviewers who decide whether a company meets the stock exchange’s rules for staying listed and hear appeals when a firm falls short. Think of it as an appeals court or referee for listing status: its decisions can determine if a stock stays on a major exchange, which affects how easy it is to buy or sell the shares, investor confidence, and often the stock’s price.

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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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 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 ☐

Nasdaq Deficiency Notice

On June 11, 2026, Scage Future (the “Company”) received a deficiency notice (the “Notification Letter”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) informing the Company that its American depositary shares (“ADSs”) failed to maintain a minimum bid price of $1.00 per share over the last 30 consecutive business days as required by the Listing Rules 5550(a)(2) of the Nasdaq. The Notification Letter does not impact the Company’s listing on the Nasdaq Capital Market at this time.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until December 8, 2026 (the “Compliance Date”), to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company’s ADSs must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business days, and must not have a closing bid price of $0.10 or less for over 10 consecutive trading days by the Compliance Date. In the event the Company does not regain compliance by the Compliance Date, the Company may be eligible for additional time to regain compliance or may face delisting.

If the Company does not regain compliance with the minimum bid price requirement as set forth in Nasdaq Listing Rule 5550(a)(2) by the Compliance Date and is not eligible for an additional compliance period at that time, the Staff will provide written notification to the Company that its ADSs may be delisted. The Company would then be entitled to appeal the Staff’s determination to a Nasdaq Listing Qualifications Panel and request a hearing. There can be no assurance that, if the Company does appeal the delisting determination by the Staff to the Nasdaq Listing Qualifications Panel, such appeal would be successful.

The Company intends to monitor the closing bid price of its ADSs and may, if appropriate, consider available options to regain compliance with the minimum bid price requirement, which could include effecting a reverse stock split. However, there can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement.

Resignation of Independent Director

On April 8, 2026, Mr. Calvin Kung, an independent director of the Company, notified the Company of his resignation from his position as an independent director, effective on the same date. The resignation of Mr. Kung was a result of certain unresolved disagreement with the Company related to the operations of the Company.

The Company has not yet appointed a successor to fill the vacancy created by Mr. Kung’s resignation.

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: June 17, 2026	By:	/s/ Chao Gao
	Name:	Chao Gao
	Title:	Chairman and Chief Executive Officer

2

FAQ

What Nasdaq issue does Scage Future (SCAG) report in this 6-K?

Scage Future reports a Nasdaq deficiency notice because its ADSs traded below the $1.00 minimum bid price for 30 consecutive business days. The company now faces a compliance deadline of December 8, 2026, after which its ADSs could be subject to delisting.

How can Scage Future (SCAG) regain Nasdaq minimum bid price compliance?

To regain compliance, Scage Future’s ADSs must achieve a closing bid of at least $1.00 for a minimum of 10 consecutive business days and must not trade at or below $0.10 for more than 10 consecutive trading days before the compliance deadline.

What happens if Scage Future (SCAG) fails to regain Nasdaq compliance by December 8, 2026?

If Scage Future does not regain compliance by December 8, 2026 and is ineligible for extra time, Nasdaq staff may notify the company that its ADSs could be delisted. The company would then be entitled to appeal to a Nasdaq Listing Qualifications Panel.

What options might Scage Future (SCAG) consider to address the Nasdaq bid price issue?

The company states it will monitor its ADS closing bid price and may consider options to regain compliance. These could include effecting a reverse stock split, although there is no assurance such measures would successfully restore the minimum bid price requirement.

Which director resigned from Scage Future (SCAG) and why?

Independent director Calvin Kung resigned on April 8, 2026. The filing states his resignation resulted from a certain unresolved disagreement with the company related to its operations. The company has not yet appointed a successor to fill the resulting board vacancy.

Does Scage Future (SCAG) currently have a replacement for the resigning independent director?

No, Scage Future has not yet appointed a successor to replace independent director Calvin Kung, who resigned effective April 8, 2026. The vacant independent director seat may affect board composition until a new appointment is made and disclosed.