Nasdaq moves to delist TIAN RUIXIANG (NASDAQ: TIRX) over bid price

Rhea-AI Filing Summary

TIAN RUIXIANG Holdings Ltd reported that Nasdaq has notified the company it is not in compliance with the exchange’s $1.00 minimum bid price rule after the stock traded below that level for 30 consecutive business days. Because the company completed a reverse stock split within the past year, it is not eligible for the usual 180‑day grace period, and Nasdaq staff has determined to delist its securities from The Nasdaq Capital Market.

The company has requested a hearing before a Nasdaq Hearings Panel, which temporarily halts the delisting and allows the shares to continue trading while the appeal is pending. A hearing date has been scheduled, and the company plans to present a compliance plan, but it warns there is no assurance it will regain or maintain compliance or that any appeal or time extension will be successful.

Insights

Equity markets and listing standards analyst

Nasdaq has moved to delist TIRX over a prolonged sub‑$1 share price, with only an appealed hearing keeping the stock listed for now.

TIAN RUIXIANG Holdings Ltd has fallen out of compliance with Nasdaq Listing Rule 5550(a)(2) after its shares closed below $1 for 30 consecutive business days. Normally, issuers get 180 calendar days to cure this deficiency, but Nasdaq cites Rule 5810(c)(3)(A)(iv): a reverse stock split within the prior year disqualifies the company from that standard compliance period.

On that basis, Nasdaq staff has determined to delist the company’s securities from The Nasdaq Capital Market. The company responded by requesting a hearing before a Nasdaq Hearings Panel, which automatically stays the delisting and allows trading to continue pending the Panel’s decision. The company plans to present a remediation plan, but explicitly notes there is no assurance of regaining or maintaining compliance or securing extra time from Nasdaq.

If the Panel ultimately upholds the delisting, trading would likely move to a less regulated venue, which often reduces liquidity and institutional participation. Until the Panel rules following the scheduled hearing, the key uncertainty is whether Nasdaq will accept the company’s plan to restore its bid price to at least $1 in line with the Minimum Bid Price Requirement.

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 January 2026

Commission File Number: 001- 39925

TIAN RUIXIANG Holdings Ltd

2107, Block B, Shoudong International

Dongcheng District, Beijing

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 of Form 20-F or Form 40-F.

Form 20-F x       Form 40-F ¨

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated January 26, 2026

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.

	TIAN RUIXIANG Holdings Ltd
Date: January 26, 2026	By:	/s/ Baohai Xu
	Name:	Baohai Xu
	Title:	Chief Executive Officer

Exhibit 99.1

TIAN RUIXIANG Holdings Ltd. Announces Receipt of Nasdaq Delisting Notification Regarding Minimum Bid Price Deficiency

BEIJING, Jan. 26, 2026 /PRNewswire/ -- TIAN RUIXIANG Holdings Ltd. (Nasdaq: TIRX) (the “Company” or “TRX”) today announced that it had received a written notification (the “Notice”) from the Listing Qualifications (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) on January 20, 2026, indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). This determination was based on the fact that the bid price of the Company’s listed securities had closed at less than $1 per share over the prior 30 consecutive business days.

Pursuant to the Notice, normally, a company would be afforded a 180-calendar day period to demonstrate compliance with the Minimum Bid Price Requirement. However, pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period specified in Listing Rule 5810(c)(3)(A) due to the fact that the Company has effected a reverse stock split over the prior one-year period. As a result, the Staff determined to delist the Company’s securities from The Nasdaq Capital Market.

The Company requested a hearing before the Nasdaq Hearings Panel (the “Panel”) on January 22, 2026, to appeal the Notice and to address compliance with the Minimum Bid Price Requirement. This hearing request has stayed the delisting of the Company’s securities pending the Panel’s decision. Consequently, the Company’s securities will continue to trade on The Nasdaq Capital Market while the appeal process is pending.

On January 22, 2026, Nasdaq notified the Company that the hearing is scheduled to be held on February 17, 2025. The Company intends to present a plan to regain compliance to the Panel. However, there are no assurances that the Company will be able to regain or maintain compliance with the Minimum Bid Price Requirement or any other Nasdaq listing standards, that Nasdaq will grant the Company any extension of time to regain compliance with the Minimum Bid Price Requirement, or that any such appeal to the Panel will be successful, as applicable.

About TIAN RUIXIANG Holdings Ltd

TIAN RUIXIANG Holdings Ltd, headquartered in Beijing, China, is an insurance broker operating in China through its China-based variable interest entity. It distributes a wide range of insurance products, which are categorized into two major groups: (1) property and casualty insurance, such as commercial property insurance, liability insurance, accidental insurance, and automobile insurance; and (2) other types of insurance, such as health insurance, life insurance, and other miscellaneous insurance.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These include statements regarding future plans, objectives, expectations and intentions, and involve known and unknown risks and uncertainties. Words such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “continue,” or similar expressions identify these statements. These forward-looking statements are based on current expectations and assumptions and are not guarantees of future performance; actual results may differ materially. TIAN RUIXIANG Holdings Ltd. undertakes no obligation to update these statements for subsequent events or circumstances, except as required by law.

For investor and media enquiries, please contact: 
TIAN RUIXIANG Holdings Ltd 
Investor Relations Department
Email: ir@tianrx.com 

FAQ

Why did TIAN RUIXIANG (TIRX) receive a Nasdaq delisting notice?

Nasdaq notified TIAN RUIXIANG Holdings Ltd that it is not in compliance with Listing Rule 5550(a)(2) because the bid price of its listed securities closed below $1.00 per share for 30 consecutive business days.

Does TIRX get a 180-day grace period to fix its Nasdaq minimum bid price issue?

Normally there is a 180‑day compliance period, but Nasdaq Rule 5810(c)(3)(A)(iv) makes the company ineligible because it effected a reverse stock split within the prior year.

What action has Nasdaq taken regarding TIAN RUIXIANG’s listing status?

Because of the minimum bid price deficiency and the recent reverse stock split, Nasdaq staff has determined to delist TIAN RUIXIANG’s securities from The Nasdaq Capital Market, subject to the outcome of the company’s appeal.

How is TIRX responding to the Nasdaq delisting determination?

The company requested a hearing before a Nasdaq Hearings Panel to appeal the notice and to present a plan to regain compliance with the minimum bid price requirement.

Will TIRX shares continue trading on Nasdaq during the appeal?

Yes. The hearing request has stayed the delisting, so the company’s securities will continue to trade on The Nasdaq Capital Market while the appeal process is pending.

Is there any assurance that TIRX will remain listed on Nasdaq?

No. The company explicitly states there are no assurances it will regain or maintain compliance, receive any extension, or succeed in its appeal to the Nasdaq Hearings Panel.

What business does TIAN RUIXIANG (TIRX) operate?

TIAN RUIXIANG Holdings Ltd is an insurance broker in China, distributing property and casualty products such as commercial property, liability, accident, and automobile insurance, as well as health, life, and other insurance.