VS MEDIA (Nasdaq: VSME) restores compliance with Nasdaq bid-price rule

Rhea-AI Filing Summary

VS MEDIA Holdings Limited has regained compliance with Nasdaq’s minimum bid price requirement for continued listing on the Nasdaq Capital Market. The company was required to maintain a closing bid price of at least $1.00 per Class A ordinary share for 10 consecutive trading days, a condition it met on January 26, 2026. Nasdaq had previously notified VS MEDIA in December 2025 that the shares had traded below $1.00 for 30 consecutive business days, triggering a deficiency notice. With the recent performance, Nasdaq has informed the company that the prior bid price deficiency matter is now closed.

Positive

• Nasdaq bid-price compliance restored: VS MEDIA regained compliance with Nasdaq Listing Rule 5550(a)(2) after its Class A ordinary share closed at or above $1.00 for 10 consecutive trading days, closing the prior bid-price deficiency matter.

Negative

• None.

Insights

Market structure and listing standards analyst

VS MEDIA removes an immediate Nasdaq delisting risk by regaining bid-price compliance.

VS MEDIA has restored compliance with Nasdaq Listing Rule 5550(a)(2) by keeping its Class A ordinary share closing bid at or above $1.00 for 10 consecutive trading days, completed on January 26, 2026. This resolves the deficiency that arose after 30 straight business days below that threshold in December 2025.

Maintaining a Nasdaq Capital Market listing is important for liquidity and visibility, especially for smaller issuers. Nasdaq’s confirmation that the bid-price deficiency is now closed means there is no active listing compliance issue on this specific rule as of the notice dated January 27, 2026.

Future listing status will continue to depend on the company meeting Nasdaq’s ongoing rules, including future adherence to the minimum bid price requirement and other quantitative and qualitative standards referenced in its listing agreement and related regulations.

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 001-41817

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

On January 28, 2026, VS MEDIA Holdings Limited (the “Company”) announced that it received confirmation from The Nasdaq Stock Market LLC (“Nasdaq”) that it had regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) for continued Nasdaq listing, and is now compliant with applicable listing standards for continued Nasdaq listing. To regain compliance with Nasdaq Listing Rules, the Company was required to maintain a minimum closing bid price of $1.00 or more per Class A ordinary share (“Class A Ordinary Share”) for at least 10 consecutive trading days, which was achieved on January 26, 2026.

As previously announced, on December 16, 2025 the Company reported that it had received notification from Nasdaq on December 15, 2025, that for the previous thirty consecutive business days, the bid price for the Company’s Class A Ordinary Shares had closed below the minimum $1.00 per share requirement for continued listing. On January 27, 2026, the Company received notification from the Nasdaq Listings Qualifications Department that the Class A Ordinary Shares had, for the last 10 consecutive business days, a closing bid price at $1.00 per share or greater, and accordingly had regained compliance with Nasdaq Listing Rules.

On January 28, 2026, the Company issued a press release on its regaining compliance with Nasdaq minimum bid price requirement, a copy of which is attached as exhibit 99.1 hereto and incorporated by reference herein.

Exhibits

Exhibit No.		Description
99.1		Press Release, dated January 28, 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.

Date: January 28, 2026	VS MEDIA HOLDINGS LIMITED
	By:	/s/ Nga Fan Wong
	Name:	Nga Fan Wong
	Title:	Chief Executive Officer

Exhibit 99.1

VS MEDIA Regains Compliance with Nasdaq’s Minimum Bid Price Requirement

HONG KONG, January 28, 2026 — VS MEDIA Holdings Limited (“VS MEDIA” or the “Company”) (Nasdaq: VSME), a company managing a global network of digital Creators who create and publish content to social media platforms such as YouTube, Facebook, Instagram, and TikTok, today announced that it has received notice from the Nasdaq Stock Market (“Nasdaq”) on January 27, 2026 informing the Company that it has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Rule”) for continued listing on The Nasdaq Capital Market.

VS MEDIA was previously notified by Nasdaq on December 15, 2025 that it was not in compliance with the minimum bid price rule because its Class A ordinary share failed to meet the closing bid price of $1.00 or more for 30 consecutive business days. In order to regain compliance with the Rule, the Company was required to maintain a minimum closing bid price of $1.00 or more for at least 10 consecutive trading days. This requirement was met on January 26, 2026, the tenth consecutive trading day when the closing bid price of the Company’s Class A ordinary share was over $1.00. Therefore, Nasdaq considers the prior bid price deficiency matter now closed.

About VS MEDIA Holdings Limited

Founded in 2013, VS MEDIA Holdings Limited manages a global network of digital Creators who create and publish content to social media platforms such as YouTube, Facebook, Instagram, and TikTok. The Creators include influencers, KOLs—Key Opinion Leaders, bloggers, and other content creators who cultivate fanbases on social media platforms. For more information, please visit https://www.vs-media.com.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements, including, for example, statements about potential activity under share repurchase plan. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. These forward-looking statements are also based on assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Investors can find many (but not all) of these statements by the use of words such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

Company Contact:

Email: ir@vs-media.com

VS MEDIA Holdings Limited Investor Contact

6/F, KOHO,

75 Hung To Road,

Kwun Tong, Kowloon,

Hong Kong

FAQ

What did VS MEDIA Holdings Limited (VSME) announce in its January 2026 Form 6-K?

VS MEDIA announced it regained compliance with Nasdaq’s minimum bid price rule for continued listing. Its Class A ordinary share closed at or above $1.00 for 10 consecutive trading days, leading Nasdaq to confirm the prior bid-price deficiency matter is now closed.

Why was VS MEDIA Holdings Limited (VSME) previously non-compliant with Nasdaq rules?

VS MEDIA was previously found non-compliant because its Class A ordinary share closed below $1.00 for 30 consecutive business days. Nasdaq notified the company on December 15, 2025, that this breach of the minimum bid price requirement under Listing Rule 5550(a)(2) triggered a deficiency notice.

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

VS MEDIA regained compliance by maintaining a minimum closing bid price of $1.00 or more per Class A ordinary share for at least 10 consecutive trading days. This condition was satisfied on January 26, 2026, prompting Nasdaq to confirm the company’s return to compliance status.

What does Nasdaq’s confirmation mean for VS MEDIA Holdings Limited (VSME)?

Nasdaq’s confirmation means the bid-price deficiency issue is resolved and the company currently meets the minimum bid price standard for continued listing on The Nasdaq Capital Market. This supports ongoing trading of its Class A ordinary shares under existing Nasdaq listing standards.

When did VS MEDIA receive Nasdaq’s notice of regained compliance?

VS MEDIA received Nasdaq’s notice of regained compliance on January 27, 2026. The notice confirmed that the company had met the requirement of a $1.00 or higher closing bid price for 10 consecutive trading days, with the tenth day occurring on January 26, 2026.

What stock does Nasdaq’s minimum bid price rule apply to for VS MEDIA (VSME)?

The rule applies to VS MEDIA’s Class A ordinary share, which is listed on The Nasdaq Capital Market. Compliance required the closing bid price of this Class A ordinary share to be at least $1.00 for 10 consecutive trading days, a threshold the company successfully achieved.