SGLY faces Nasdaq bid-price noncompliance with May 2026 deadline

Rhea-AI Filing Summary

Singularity Future Technology Ltd. (SGLY) disclosed that it received a Nasdaq staff determination notice on November 19, 2025 stating that its common stock no longer meets the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market, after trading below that level for 30 consecutive business days. The notice does not immediately affect the stock’s listing. The company has an initial 180-day compliance period, until May 18, 2026, during which its closing bid price must be at or above $1.00 for at least ten consecutive business days to regain compliance.

If it does not regain compliance by that date, the company may qualify for an additional 180-day period if it meets other Nasdaq listing standards and notifies Nasdaq of its plan to cure the deficiency, which may include a reverse stock split. Failure to regain compliance could lead to a delisting determination, which the company would be able to appeal to a Nasdaq Hearings Panel. The company states that it intends to monitor its share price and may consider available options to meet Nasdaq’s bid price rule.

Positive

• None.

Negative

• Nasdaq minimum bid-price deficiency: SGLY received a notice that its stock has failed to meet the $1.00 minimum bid requirement for 30 consecutive business days, starting a defined path that could lead to delisting if compliance is not regained.

Insights

Equity market structure analyst

Nasdaq bid-price deficiency starts a defined timeline and raises delisting risk.

Singularity Future Technology Ltd. has been notified that its shares no longer meet Nasdaq’s $1.00 minimum bid requirement after 30 consecutive business days below that level. This triggers an initial 180-day grace period, ending on May 18, 2026, during which the closing bid must be at or above $1.00 for at least ten consecutive business days to regain compliance.

If the company is still below the threshold at the Compliance Date, it may obtain a second 180-day period if it meets other Nasdaq initial listing standards and commits in writing to cure the shortfall, potentially via a reverse stock split. If it cannot qualify for or succeed during that second period, Nasdaq may move to delist the shares, with an option for the company to appeal to a Hearings Panel.

The company notes that it intends to monitor the closing bid price and may consider available options allowed under Nasdaq rules. Actual outcomes will depend on future share price performance and any corporate actions, such as a possible reverse stock split, that the board chooses to implement under those rules.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 19, 2025

SINGULARITY FUTURE TECHNOLOGY LTD.

(Exact name of registrant as specified in its charter)

Virginia		001-34024		11-3588546
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

48 Wall Street, Suite 1100

New York, NY 10005

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (702) 849-4548

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, no par value		SGLY		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 19, 2025, Singularity Future Technology Ltd. (the “Company”) received a staff determination notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), informing the Company that its common stock, no par value (the “Common Stock”), fails to comply with the $1 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) for the 30 consecutive business days prior to the date of the Notice.

Nasdaq’s notice has no immediate effect on the listing of the Common Stock on The Nasdaq Capital Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until May 18, 2026 (the “Compliance Date”), to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to the Compliance Date.

If the Company is unable to regain compliance by the Compliance Date, the Company may be eligible for an additional 180 calendar day compliance period to demonstrate compliance with the bid price requirement. 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 to Nasdaq of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, Nasdaq will notify the Company of its determination to delist the Common Stock, at which point the Company would have an opportunity to appeal the delisting determination to a Hearings Panel.

The Company intends to monitor the closing bid price of the Common Stock and may, if appropriate, consider implementing available options to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.

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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: November 24, 2025	Singularity Future Technology Ltd.
	By:	/s/ Jia Yang
	Name:	Jia Yang
	Title:	Chief Executive Officer

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FAQ

Why did Singularity Future Technology Ltd. (SGLY) receive a Nasdaq notice?

The company received a staff determination notice from Nasdaq on November 19, 2025 stating that its common stock no longer complies with the $1.00 minimum bid price requirement after trading below that level for 30 consecutive business days.

Does the Nasdaq bid-price notice immediately delist SGLY stock?

No. The notice has no immediate effect on the listing of Singularity Future Technology’s common stock on The Nasdaq Capital Market; the shares continue to trade while the company has time to regain compliance.

How long does SGLY have to regain compliance with Nasdaq’s $1.00 bid requirement?

The company has an initial 180-day compliance period, until May 18, 2026, during which the closing bid price of its common stock must be at or above $1.00 for at least ten consecutive business days to regain compliance.

Can Singularity Future Technology get more time beyond May 18, 2026 to fix the bid-price deficiency?

If it has not regained compliance by May 18, 2026, the company may be eligible for an additional 180-day compliance period if it meets Nasdaq’s initial listing standards other than bid price and notifies Nasdaq of its intention to cure the deficiency.

What actions might SGLY take to regain compliance with Nasdaq rules?

The company states that it intends to monitor the closing bid price and may consider available options under Nasdaq rules, which could include effecting a reverse stock split to help meet the $1.00 minimum bid price requirement.

What happens if Singularity Future Technology fails to regain Nasdaq compliance?

If the company does not qualify for a second compliance period or fails to regain compliance during that period, Nasdaq may determine to delist the common stock, after which the company would have an opportunity to appeal the determination to a Nasdaq Hearings Panel.