Nasdaq moves to delist TIAN RUIXIANG (Nasdaq: TIRX) after sub-$0.10 bids

Rhea-AI Filing Summary

TIAN RUIXIANG Holdings Ltd reported that Nasdaq has determined its shares met the “Low Priced Stocks Rule” for delisting after the closing bid stayed at or below $0.10 for ten consecutive trading days as of February 27, 2026. Trading on the Nasdaq Capital Market is scheduled to be suspended at the opening on March 5, 2026, with a Form 25-NSE to remove the shares from Nasdaq listing and registration. A Nasdaq Hearings Panel will review the company’s written response, which is due by March 10, 2026. The company is working with advisors to seek a stay or reinstatement of trading but notes there is no guarantee its shares will remain listed, and it is currently implementing a 1-for-50 reverse stock split of its ordinary shares.

Insights

Equity & Listing Standards Analyst

Nasdaq has moved to suspend and delist TIRX over a prolonged sub‑$0.10 share price.

TIAN RUIXIANG Holdings Ltd disclosed that Nasdaq deemed its stock subject to the Low Priced Stocks Rule after the closing bid stayed at or below $0.10 for ten straight trading days as of February 27, 2026. This triggers an additional basis for delisting from the Nasdaq Capital Market.

Nasdaq plans to suspend trading on March 5, 2026 and file Form 25-NSE to remove the shares from listing and registration. A Nasdaq Hearings Panel will consider this deficiency, and the company can submit written arguments by March 10, 2026, but the text explicitly states there is no guarantee the shares will remain on Nasdaq.

The company is working with advisors to seek a stay of the suspension or reinstatement of trading and is implementing a 1-for-50 reverse stock split of its ordinary shares. Subsequent company disclosures will clarify whether the Panel grants relief or the delisting proceeds as outlined.

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 March 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 March 4, 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: March 4, 2026	By:	/s/ Baohai Xu
	Name:	Baohai Xu
	Title:	Chief Executive Officer

Exhibit 99.1

TIAN RUIXIANG Holdings Ltd. Announces Receipt of Nasdaq Suspension and Delisting Notification

BEIJING, Mar 4, 2026 /PRNewswire/ -- TIAN RUIXIANG Holdings Ltd. (Nasdaq: TIRX) (the “Company” or “TRX”) today announced that it received notification from Nasdaq Staff which determined that as of February 27, 2026, the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days. Accordingly, the Company is subject to the provisions contemplated under Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stocks Rule”) and this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market.

Pursuant to Listing Rule 5815(a)(1)(B)(ii)(e), the Company’s securities will be delisted from the Capital Market. In that regard, trading of the Company’s shares will be suspended at the opening of business on March 5, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.

The Nasdaq Hearings Panel (the “Panel”) will consider this matter in their decision regarding the Company’s continued listing on The Nasdaq Capital Market. The Company is able to present its views with respect to this additional deficiency to the Panel in writing no later than March 10, 2026.

The Company is currently working together with its advisors to appeal for a stay of the suspension of trading of its securities on Nasdaq or reinstate such trading as soon as possible. The Company will submit its response to Nasdaq prior to the March 10, 2026 deadline. There is no guarantee that the Company will be able to stay such suspension or reinstate such trading, or that the Company’s shares will remain listed on Nasdaq. The Company is presently in the process of implementing the 1-for-50 reverse stock split (the “Reverse Split”) of its ordinary shares.

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 Nasdaq move to suspend and delist TIAN RUIXIANG (TIRX) shares?

Nasdaq acted because TIRX’s securities had a closing bid price of $0.10 or less for ten consecutive trading days as of February 27, 2026. This triggered the Low Priced Stocks Rule, providing an additional basis to delist the company from the Nasdaq Capital Market.

When will trading in TIAN RUIXIANG (TIRX) shares be suspended on Nasdaq?

Trading in TIRX shares is scheduled to be suspended at the opening of business on March 5, 2026. After that, Nasdaq intends to file Form 25-NSE with the SEC to remove the company’s securities from listing and registration on the Nasdaq Stock Market.

Can TIAN RUIXIANG (TIRX) appeal Nasdaq’s suspension and delisting action?

Yes. A Nasdaq Hearings Panel will consider this deficiency, and TIRX can present its views in writing by March 10, 2026. The company is working with advisors to seek a stay or reinstatement, but it notes there is no guarantee its shares will remain listed.

What listing rule did TIAN RUIXIANG (TIRX) violate to trigger this Nasdaq action?

TIRX became subject to Listing Rule 5810(c)(3)(A)(iii), known as the Low Priced Stocks Rule, because its closing bid price was $0.10 or less for ten consecutive trading days. This condition serves as an additional basis for delisting the company’s securities from Nasdaq.

What corporate action is TIAN RUIXIANG (TIRX) taking in response to its low share price?

The company is implementing a 1-for-50 reverse stock split of its ordinary shares. This transaction consolidates existing shares into a smaller number at a higher per-share price, which can affect trading dynamics but does not guarantee continued Nasdaq listing or reversal of the delisting process.

What is Form 25-NSE in the context of TIAN RUIXIANG (TIRX) delisting?

Form 25-NSE is a filing with the SEC that removes a company’s securities from listing and registration on Nasdaq. Nasdaq plans to file Form 25-NSE for TIRX after suspending trading on March 5, 2026, formally beginning the process of delisting its securities from the exchange.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 6.2 KB