Star Fashion Culture (NASDAQ: STFS) warned on Nasdaq $1 bid price rule

Rhea-AI Filing Summary

Star Fashion Culture Holdings Limited reported that it received a Nasdaq notice on October 6, 2025 stating that its shares no longer meet Nasdaq’s minimum bid price requirement of $1 per share under Rule 5550(a)(2). The deficiency is based on the closing bid prices from August 20, 2025 to October 3, 2025.

Nasdaq has granted the company a 180-day period, until April 6, 2026, to regain compliance. If it qualifies under other Nasdaq Capital Market standards, the company may obtain a second 180-day period and could use tools such as a reverse stock split to cure the deficiency. If compliance is not regained or eligibility for an extension is not met, the company’s securities may be subject to delisting.

The company states that it is evaluating options and intends to regain compliance, but it cautions that there can be no assurance it will successfully meet the Nasdaq continued listing requirements.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency formally disclosed, creating a defined timeline and credible risk that Star Fashion Culture Holdings Limited shares could be delisted if compliance is not regained.

Insights

Equity Markets & Listing Standards Analyst

Nasdaq bid-price deficiency introduces tangible delisting risk if not cured.

Star Fashion Culture Holdings Limited has fallen below Nasdaq’s minimum bid price requirement of $1 per share, based on closing bids between August 20 and October 3, 2025. Nasdaq has formally notified the company, which is a clear sign that the stock has traded at depressed levels for a sustained period.

The company has a 180-day window, until April 6, 2026, to restore its share price to compliant levels. The text notes a potential additional 180-day period if other Nasdaq Capital Market listing standards, including market value of publicly held shares, are satisfied and the company indicates an intention to cure, for example via a reverse stock split. Failure to meet these conditions would allow Nasdaq to initiate delisting.

The filing states the company is evaluating options and intends to regain compliance, but explicitly acknowledges there is no assurance it will succeed. For investors, the key inflection points are whether the share price naturally recovers for enough consecutive days or whether corporate actions such as a reverse stock split are implemented during the compliance periods described.

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 October, 2025

Commission File Number: 001-42362

STAR FASHION CULTURE HOLDINGS LIMITED

(Registrant’s Name)

12F, No.611, Sishui Road

Huli District,

Xiamen

People’s Republic of China

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F ☐

Nasdaq Minimum Bid Price Deficiency Letter

On October 6, 2025, Star Fashion Culture Holdings Limited (the “Company”) received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company for the period from August 20, 2025 to October 3, 2025, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share.

Nasdaq has provided the Company with an 180 calendar days compliance period, or until April 6, 2026, in which to regain compliance with Nasdaq continued listing requirement. In the event that the Company does not regain compliance in the compliance period, the Company may be eligible for an additional 180 calendar days, should the Company 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 is able to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.

The Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirement. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing requirement.

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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.

	Star Fashion Culture Holdings Limited
Date: October 8, 2025	By:	/s/ Liu Xiaohua
	Name:	Liu Xiaohua
	Title:	Chief Executive Officer and Director

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FAQ

What did Star Fashion Culture Holdings Limited (STFS) disclose in this 6-K?

The company disclosed that it received a Nasdaq notice on October 6, 2025 stating that, based on closing bid prices from August 20, 2025 to October 3, 2025, its shares no longer meet the Nasdaq Capital Market minimum bid price requirement of $1 per share under Rule 5550(a)(2).

How long does STFS have to regain compliance with Nasdaq’s $1 minimum bid price?

Star Fashion Culture Holdings Limited has a 180 calendar day compliance period, until April 6, 2026, to regain compliance with Nasdaq’s continued listing requirement for a minimum bid price of $1 per share.

Can Star Fashion Culture Holdings Limited (STFS) get more time beyond the initial 180 days?

The company may be eligible for an additional 180 calendar days if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, except the bid price requirement, and if it provides written notice of its intention to cure the deficiency, potentially by effecting a reverse stock split.

What happens if STFS does not regain compliance with Nasdaq listing rules?

If the company does not regain compliance during the allowed period or does not qualify for an extension, Nasdaq may provide notice that the company’s securities will be subject to delisting from the Nasdaq Capital Market.

What actions is Star Fashion Culture Holdings Limited (STFS) considering to address the Nasdaq notice?

The company states that it is evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirements, though it cautions there is no assurance it will be able to do so.

Does this Nasdaq notice mean STFS has already been delisted?

No. The notice indicates a bid price deficiency and starts a compliance period. The filing explains that delisting would occur only if the company fails to regain compliance or does not remain eligible for additional time under Nasdaq rules.