VS Media Holdings (NASDAQ: VSME) gets Nasdaq $1.00 bid price warning

Rhea-AI Filing Summary

VS MEDIA Holdings Limited received a notice from Nasdaq that the closing bid price of its Class A ordinary shares stayed below $1.00 for 30 consecutive business days, violating Nasdaq’s minimum bid price rule. The company now has 180 calendar days, until June 15, 2026, to regain compliance by having its shares close at or above $1.00 for at least 10 straight business days.

If VS MEDIA does not regain compliance by that date, it may qualify for an additional 180-day grace period if it meets other Nasdaq Capital Market listing standards and notifies Nasdaq of its plan to cure the deficiency, which may include a reverse stock split. The Nasdaq letter does not immediately affect the listing status, and the shares continue to trade under the symbol “VSME.”

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency after 30 days below $1.00 creates a risk of delisting if VS MEDIA does not restore compliance by June 15, 2026 or within any additional grace period.

Insights

Equity Markets Analyst

Nasdaq minimum bid price deficiency introduces delisting risk if not cured.

VS MEDIA Holdings Limited has been notified by Nasdaq that its Class A ordinary shares failed to meet the $1.00 minimum bid price for 30 consecutive business days under Listing Rule 5550(a)(2). This places the company in a formal deficiency status, although trading in the shares continues under the symbol “VSME.”

Nasdaq has granted a 180-day compliance period, until June 15, 2026, during which the closing bid must be at least $1.00 for a minimum of 10 consecutive business days to restore compliance. If this does not occur, the company may still access a second 180-day period, provided it meets other Nasdaq Capital Market initial listing standards and commits in writing to curing the bid price issue, potentially via a reverse stock split.

The key dates are the current compliance deadline of June 15, 2026 and, if granted, the end of any second 180-day period, by which a reverse split would need to be completed no later than 10 business days before expiration. The actual outcome will depend on share price performance and any corporate actions the company undertakes within these defined timeframes.

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 December 2025

Commission File Number: 001-41817

VS MEDIA HOLDINGS LIMITED

(Translation of registrant’s name into English)

Ms. Nga Fan Wong, Chief Executive Officer

6/F, KOHO,

75 Hung To Road,

Kwun Tong, Hong Kong

Telephone: +852 2865 9992

(Address of principal executive office)

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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Nasdaq Minimum Bid Price Deficiency Letter

VS MEDIA Holdings Limited received a notice dated December 15, 2025, from the Listings Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the minimum bid price per share of its Class A ordinary shares was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). The Nasdaq notification letter does not result in the immediate delisting of the Company’s Class A ordinary shares, and the shares will continue to trade uninterrupted under the symbol “VSME.”

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until June 15, 2026 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per share of the Company’s Class A ordinary shares is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.

In the event the Company does not regain compliance by June 15, 2026, the Company may be eligible for an additional 180 calendar day grace period. 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 of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. If the Company chooses to implement a reverse stock split, it must complete the split no later than ten (10) business days prior to June 15, 2026, or the expiration of the second compliance period if granted.

This information is being provided solely to comply with NASDAQ Listing Rules requiring public announcement of the Company’s receipt of the letter from NASDAQ.

On December 16, 2025, the Company issued a press release entitled “VS MEDIA Holdings Limited Announces Receipt of Nasdaq Notification Letter Regarding Minimum Bid Price Deficiency” A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated December 16, 2025

2

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: December 16, 2025	VS MEDIA HOLDINGS LIMITED
	By:	/s/ Nga Fan Wong
	Name:	Nga Fan Wong
	Title:	Chief Executive Officer

3

FAQ

What did VS MEDIA Holdings Limited (VSME) disclose in this Form 6-K?

VS MEDIA Holdings Limited disclosed that it received a Nasdaq notice stating its Class A ordinary shares failed to meet the $1.00 minimum bid price for 30 consecutive business days, triggering a bid price deficiency under Nasdaq Listing Rule 5550(a)(2).

What is the Nasdaq minimum bid price requirement affecting VSME?

Nasdaq Listing Rule 5550(a)(2) requires a minimum bid price of $1.00 per share. VS MEDIA’s Class A ordinary shares traded below this level for 30 consecutive business days, causing a deficiency notice.

How long does VS MEDIA (VSME) have to regain Nasdaq bid price compliance?

The company has an initial 180-day compliance period, ending on June 15, 2026. It will be deemed back in compliance if its closing bid price is at least $1.00 for a minimum of 10 consecutive business days within this period.

What happens if VS MEDIA does not meet the minimum bid price rule by June 15, 2026?

If VS MEDIA does not regain compliance by June 15, 2026, it may be eligible for an additional 180-day grace period if it meets other Nasdaq Capital Market initial listing standards and informs Nasdaq of its plan to cure the deficiency.

Can VS MEDIA use a reverse stock split to address the Nasdaq bid price deficiency?

Yes. VS MEDIA may choose to implement a reverse stock split as part of its plan to cure the deficiency. Any such reverse split must be completed no later than 10 business days before June 15, 2026, or before the end of a second compliance period if one is granted.

Does the Nasdaq notification immediately delist VS MEDIA’s shares?

No. The notice does not result in the immediate delisting of VS MEDIA’s Class A ordinary shares. The shares continue to trade uninterrupted on Nasdaq under the symbol “VSME.”