WANG & LEE GROUP (WLGS) loses Nasdaq listing, shifts to OTC Pink

Rhea-AI Filing Summary

WANG & LEE GROUP, Inc. reports that Nasdaq has decided to delist its securities from the Nasdaq Capital Market, with trading suspended at the open on August 26, 2025. Nasdaq’s decision cites violations of its Public Interest Concern, Listing of Additional Shares, Bid Price, and Low Priced Stocks rules.

The company had appealed earlier staff delisting determinations and presented a remediation plan, including a reverse stock split, cancellation and repricing protections for certain convertible notes, minimum floor prices for future financings, and commitments on timely share-count reporting. Despite this plan, Nasdaq denied the company’s request to remain listed.

The company expects its securities to trade on the OTC Pink Current Market for now and states that it will work to qualify for the higher-tier OTCQB or OTCQX markets in the future.

Positive

• None.

Negative

• Nasdaq delisting and trading suspension: Nasdaq determined on August 22, 2025 to delist WANG & LEE GROUP, Inc.’s securities from the Nasdaq Capital Market, with trading suspended at the open on August 26, 2025, removing the stock from a major exchange.
• Multiple Nasdaq rule violations cited: The decision references violations of Nasdaq Listing Rules 5100 (Public Interest Concern), 5250(e)(2) (Listing of Additional Shares), 5550(a)(2) (Bid Price), and 5810(c)(3)(A)(iii) (Low Priced Stocks), highlighting regulatory and compliance issues.
• Appeal and remediation plan rejected: Despite proposing measures such as a reverse stock split, cancellation and repricing protections for convertible notes, and minimum floor prices for future financings, the company’s request to continue its Nasdaq listing was denied.

Insights

Equity markets & listing standards analyst

Nasdaq delisting moves WLGS to OTC Pink, raising trading and perception risks.

WANG & LEE GROUP, Inc. discloses that Nasdaq will delist its securities and suspend trading on August 26, 2025 after determining the company violated listing rules related to public interest, additional share listings, minimum bid price, and low-priced stocks. This removes the stock from a major U.S. exchange and typically reduces visibility and accessibility for many institutional and retail investors.

The company had presented a turnaround plan to a Nasdaq Hearings Panel, including a reverse stock split, cancellation of previously issued convertible notes, adding floor prices to remaining convertible amounts and future financings, and tighter reporting of share-count changes. Nasdaq nonetheless denied continued listing, which suggests the panel was not satisfied that the plan sufficiently addressed historical or ongoing concerns.

The company expects its securities to trade on the OTC Pink Current Market and aims over time to qualify for OTCQB or OTCQX. Actual trading liquidity, spreads, and investor participation will depend on how the market responds once the transition from Nasdaq to OTC Pink occurs and on any subsequent disclosures about execution of its capital structure and governance plans.

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 August 2025.

Commission File Number 001-41681

WANG & LEE GROUP, Inc.

(Translation of registrant’s name into English)

Mr. Pui Lung Ho, Chief Executive Officer

5-6/F Wing Tai Factory Building,

3 Tai Yip Street,

Kwun Tong,

Kowloon, Hong Kong

Telephone: +852 2889 1313

(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

NASDAQ DELISTING

On August 22, 2025, the Company received notification from The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that its securities will be delisted from the Nasdaq Capital Market and trading thereof will be suspended at the open of trading on August 26, 2025. The determination to delist the Company’s securities was a result of the Company’s violation of Nasdaq Listing Rules 5100, 5250(e)(2), 5550(a)(2) and 5810(c)(3)(A)(iii), the “Public Interest Concern”, “Listing of Additional Shares”, “Bid Price”, and “Low Priced Stocks” Rules.

As disclosed previously, the Company received Staff Delisting Determinations dated June 25, 2025 notifying the Company that Nasdaq had initiated the process of delisting the Company’s securities from the Nasdaq Capital Market as a result of the Company’s non-compliance with the foregoing listing rules, which the company timely appealed to the Nasdaq Hearings Panel (the “Panel”). At a hearing before the Panel on August 12, 2025, the Company presented a plan to regain and maintain compliance with the Public Interest Concern, Listing of Additional Shares, Bid Price, and Low Priced Stocks Rules, predicated, inter alia, on (i) reverse stock split to regain compliance with the Bid Price Rule and the Low Price Rule, (ii) the cancellation of the convertible notes previously issued, (iii) inclusion of a floor price provision on any remaining unconverted amount for convertible notes, (iv) adding a minimum floor price for any securities issued for any future financing transaction, and (v) covenanted to promptly reporting any changes in the number of outstanding shares. Nasdaq determined to deny the request of the Company to continue its listing on The Nasdaq Stock Market on August 22, 2025.

The Company expects its securities to trade on the OTC Pink Current Market for the time being, but will endeavor to qualify for trading on the OTCQB or OTCQX markets in due course.

Forward-Looking Statements

This Form 6-K contains forward-looking statements that involve risks and uncertainties, including all the risk factors detailed from time to time in the Company’s periodic reports and other filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this Form 6-K. The Company does not intend to revise or update any forward-looking statement in this Form 6-K as a result of new information, future events or otherwise, except as required by law.

INCORPORATION BY REFERENCE

This report on Form 6-K shall be deemed to be incorporated by reference into WANG & LEE GROUP, Inc.’s registration statements (i) on Form S-8 (File Number: 333-283545) and (ii) on Form F-3 (File Number: 333-281859), each as filed with the Securities and Exchange Commission and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

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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: August 26, 2025	WANG & LEE GROUP, INC.
	By:	/s/ Pui Lung Ho
	Name:	Pui Lung Ho
	Title:	Chief Executive Officer

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FAQ

Why is WANG & LEE GROUP, Inc. (WLGS) being delisted from Nasdaq?

Nasdaq determined that WANG & LEE GROUP, Inc. violated Nasdaq Listing Rules 5100 (Public Interest Concern), 5250(e)(2) (Listing of Additional Shares), 5550(a)(2) (Bid Price), and 5810(c)(3)(A)(iii) (Low Priced Stocks), and decided to delist the company’s securities from the Nasdaq Capital Market.

When will WLGS shares stop trading on the Nasdaq Capital Market?

The company states that trading of its securities on the Nasdaq Capital Market will be suspended at the open of trading on August 26, 2025 following Nasdaq’s delisting determination on August 22, 2025.

What plan did WANG & LEE GROUP present to try to remain listed on Nasdaq?

At an August 12, 2025 hearing, the company presented a plan that included a reverse stock split to address bid price and low price rules, cancellation of previously issued convertible notes, adding a floor price on any remaining unconverted note amounts, setting a minimum floor price for securities issued in future financings, and prompt reporting of changes in outstanding shares.

Did Nasdaq accept WANG & LEE GROUP’s plan to regain compliance?

No. After reviewing the plan at the August 12, 2025 hearing, Nasdaq denied the company’s request to continue its listing on The Nasdaq Stock Market in a determination dated August 22, 2025.

Where does WANG & LEE GROUP expect its shares to trade after the Nasdaq delisting?

The company expects its securities to trade on the OTC Pink Current Market for the time being and states that it will endeavor to qualify for trading on the OTCQB or OTCQX markets in due course.

How does this Form 6-K relate to existing WLGS registration statements?

The company states that this Form 6-K is incorporated by reference into its registration statements on Form S-8 (File Number: 333-283545) and Form F-3 (File Number: 333-281859), and becomes part of those registration statements to the extent not superseded by later filings.