TOP Financial (NASDAQ: TOP) cures Nasdaq $1.00 bid-price deficiency

Rhea-AI Filing Summary

TOP Financial Group Limited has regained compliance with Nasdaq’s minimum bid price requirement for its Class A ordinary shares. Nasdaq confirmed that, for 10 consecutive business days from June 3 to June 16, 2026, the closing bid price was at or above $1.00 per share.

The company had previously fallen out of compliance after its shares closed below $1.00 for 30 consecutive business days from March 16 to April 27, 2026. With the recent price performance, Nasdaq has confirmed that the listing deficiency is cured and the matter is closed.

Insights

Capital markets & listing standards analyst

TOP Financial cured a Nasdaq bid-price deficiency, removing immediate delisting risk.

TOP Financial Group Limited regained compliance with Nasdaq Listing Rule 5550(a)(2) after its Class A shares closed at or above $1.00 for 10 consecutive business days ending June 16, 2026. Nasdaq has now closed the matter.

This follows a prior notice that the shares were below $1.00 for 30 straight business days from March 16 to April 27, 2026. Regaining compliance keeps the company listed on the Nasdaq Capital Market, avoiding the operational and reputational issues of potential delisting based on this rule.

Future company communications and filings will show whether the share price remains sustainably above the threshold or whether any additional corporate actions are considered to support continued compliance with Nasdaq’s bid price standard.

Key Figures

Minimum bid price threshold: $1.00 per share Non-compliance period length: 30 consecutive business days Compliance confirmation period: 10 consecutive business days +1 more

4 metrics

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

Non-compliance period length 30 consecutive business days Below $1.00 from March 16 to April 27, 2026

Compliance confirmation period 10 consecutive business days At or above $1.00 from June 3 to June 16, 2026

Par value per Class A share US$0.001 per share Class A ordinary shares description

Key Terms

foreign private issuer, Nasdaq Listing Rule 5550(a)(2), minimum bid price requirement, Class A ordinary shares

4 terms

foreign private issuer regulatory

"Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Nasdaq Listing Rule 5550(a)(2) regulatory

"compliance with the minimum bid price requirement ... under Nasdaq Listing Rule 5550(a)(2)"

minimum bid price requirement financial

"regained compliance with the minimum bid price requirement for continued listing"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Class A ordinary shares financial

"the closing bid price of its Class A ordinary shares, par value US$0.001 per share"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/22/2026 - 09:00 AM Accepted by SEC EDGAR 06/22/2026 - 09:00 AM Learn about SEC filing dates

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: 001-41407

TOP FINANCIAL GROUP LIMITED
(Translation of registrant’s name into English)

101 Cecil Street, #13-05

Tong Eng Building

Singapore 069533

(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 ☐

EXPLANATORY NOTE

On June 17, 2026, TOP Financial Group Limited (the “Company”) received written notification from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has regained compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).

As previously disclosed, on April 28, 2026, the Company received a notification letter from Nasdaq indicating that the closing bid price of its Class A ordinary shares, par value US$0.001 per share (the “Class A Ordinary Shares”), had been below the minimum bid price of $1.00 per share required by Nasdaq Listing Rule 5550(a)(2) for the previous 30 consecutive business days, from March 16, 2026 to April 27, 2026.

Nasdaq has determined that, for the 10 consecutive business days from June 3, 2026 to June 16, 2026, the closing bid price of the Company’s Class A Ordinary Shares was at $1.00 per share or greater. Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), and Nasdaq has confirmed that this matter is now closed.

1

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.

Date: June 22, 2026	TOP Financial Group Limited
	By:	/s/ Ka Fai Yuen
	Name:	Ka Fai Yuen
	Title:	Chief Executive Officer

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FAQ

What did TOP (TOP Financial Group Limited) announce in its June 2026 Form 6-K?

TOP Financial Group Limited reported that it has regained compliance with Nasdaq’s minimum bid price rule. Nasdaq confirmed the company’s Class A ordinary shares met the required closing bid price level for 10 consecutive business days, and the prior deficiency matter is now closed.

How did TOP regain compliance with Nasdaq’s minimum bid price requirement?

TOP regained compliance because its Class A ordinary shares closed at or above $1.00 per share for 10 consecutive business days from June 3 to June 16, 2026. This satisfied Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market.

Why was TOP previously out of compliance with Nasdaq Listing Rule 5550(a)(2)?

TOP was previously out of compliance because the closing bid price of its Class A ordinary shares stayed below $1.00 per share for 30 consecutive business days. This period ran from March 16, 2026 to April 27, 2026, triggering a notification letter from Nasdaq’s Listing Qualifications Department.

What does regaining Nasdaq bid price compliance mean for TOP shareholders?

Regaining compliance means TOP’s shares currently meet Nasdaq’s minimum bid price standard for continued listing. This removes the immediate listing deficiency tied to bid price and allows the company’s Class A ordinary shares to continue trading on the Nasdaq Capital Market under the existing rule.

Which TOP securities are subject to Nasdaq’s bid price requirement in this notice?

The notice specifically concerns TOP’s Class A ordinary shares with a par value of US$0.001 per share. Nasdaq measured the closing bid price of these Class A ordinary shares against the $1.00 minimum bid price threshold required under Listing Rule 5550(a)(2).