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XCharge (NASDAQ: XCH) receives Nasdaq notice on $1.00 minimum bid price

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

XCHG Limited, which operates as XCharge, disclosed it received a Nasdaq notice that its American Depositary Shares failed to meet the $1.00 per ADS minimum bid price for 30 consecutive business days, putting it out of compliance with Nasdaq Listing Rule 5450(a)(1).

The ADSs remain listed and continue trading under the ticker XCH, and the notice does not affect operations, contracts, or SEC reporting. XCharge has 180 calendar days, until December 21, 2026, to regain compliance by having its closing bid at or above $1.00 per ADS for at least 10 consecutive business days, with the possibility of an additional 180-day period if certain conditions are met.

Positive

  • None.

Negative

  • Nasdaq minimum bid price deficiency increases the risk of ADS delisting if XCharge cannot restore a closing bid of at least $1.00 for the required period within the allowed compliance windows.

Insights

Nasdaq bid-price deficiency introduces listing risk but allows up to 360 days to cure.

XCHG Limited has fallen below Nasdaq’s $1.00 minimum bid price for 30 consecutive business days, triggering a formal deficiency notice. For now, its ADSs stay listed and trading, so short-term trading mechanics remain unchanged.

Under Nasdaq Listing Rule 5810(c)(3)(A), the company has an initial 180-day period to December 21, 2026 to push the closing bid back to at least $1.00 for 10 straight sessions. A second 180-day period is possible if market value and other initial listing standards are met, and the company commits in writing to cure.

If compliance is not regained in the allowed window, Nasdaq can move to delist the ADSs, which would shift trading to less liquid venues and could affect investor access. The company states it will monitor prices and consider options to restore compliance; specific measures are not detailed in the excerpt.

Minimum bid price threshold $1.00 per ADS Nasdaq Listing Rule 5450(a)(1) requirement
Non-compliance period 30 consecutive business days Closing bid below $1.00 per ADS
Initial compliance window 180 calendar days To regain bid-price compliance under Rule 5810(c)(3)(A)
Compliance deadline December 21, 2026 End of initial 180-day period
Required recovery period 10 consecutive business days Bid must close at or above $1.00 per ADS
minimum bid price requirement financial
"not currently in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1)"
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.
Nasdaq Listing Rule 5450(a)(1) regulatory
"not currently in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1)"
Nasdaq Listing Rule 5450(a)(1) is a continued-listing standard that sets a minimum share price companies must maintain to remain listed on the Nasdaq market—commonly a $1.00 per-share threshold. Investors care because falling below that floor can trigger a compliance review and possible delisting, which is like failing a minimum grade and losing access to the public market; delisting can reduce liquidity, visibility and the ability to raise capital.
American Depositary Shares financial
"the closing bid price of the Company’s American Depositary Shares (“ADSs”) was below $1.00 per ADS"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
Nasdaq Listing Rule 5810(c)(3)(A) regulatory
"Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days"
safe harbor regulatory
"This press release contains forward-looking statements. Such statements are made pursuant to the “safe harbor” provisions"
Safe harbor is a rule that protects companies or individuals from legal trouble if they follow certain guidelines or procedures. It’s like having a safety net that allows them to act without fear of punishment, as long as they stick to the rules. This helps encourage honest behavior and clear standards in financial and legal activities.

FAQ

What did XCHG Limited (XCH) announce in this Form 6-K?
XCHG Limited disclosed that Nasdaq notified it of non-compliance with the $1.00 minimum bid price requirement for its ADSs. The stock traded below $1.00 for 30 consecutive business days, triggering a formal deficiency notice from Nasdaq’s Listing Qualifications Department.

Does the Nasdaq notice immediately affect XCHG Limited (XCH) stock listing?
The notice has no immediate effect on the listing of XCHG Limited’s ADSs. The shares continue to trade on Nasdaq under the ticker XCH, and the company’s business operations, contractual obligations, and SEC reporting requirements remain unchanged by this deficiency notification.

How long does XCHG Limited (XCH) have to regain Nasdaq bid price compliance?
XCHG Limited has 180 calendar days, until December 21, 2026, to regain compliance. It must achieve a closing bid price of at least $1.00 per ADS for a minimum of 10 consecutive business days within this period under Nasdaq Listing Rule 5810(c)(3)(A).

Can XCHG Limited (XCH) receive more time beyond December 21, 2026 to comply?
If XCHG Limited does not regain compliance by December 21, 2026, Nasdaq may grant a second 180-day period. To qualify, the company must meet all initial listing standards except the bid price test and notify Nasdaq in writing of its plan to cure the deficiency.

What happens if XCHG Limited (XCH) cannot meet Nasdaq’s minimum bid price requirement?
If XCHG Limited fails to regain and maintain compliance within the allowed 180-day period and any additional extension, Nasdaq will issue a notice that the company’s ADSs are subject to delisting. Delisting would move trading away from Nasdaq to alternative, typically less liquid, markets.

What actions does XCHG Limited (XCH) plan regarding the Nasdaq deficiency notice?
XCHG Limited states it intends to continue monitoring the closing bid price of its ADSs and to consider available options to regain compliance with the minimum bid price requirement. The announcement does not specify particular measures, only the company’s intent to evaluate alternatives.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

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: 001-42208

XCHG Limited

(Exact Name of Registrant as Specified in Its Charter)

XCharge Europe GmbH, Heselstücken 18,

22453 Hamburg, Germany

XCharge Energy USA Inc, 19121 Marketplace Avenue,

Building 2-Suite 2-145, Kyle, TX 78640, United States

(Address of Principal Executive Offices)

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 ☐

 

 

The information contained in this Report on Form 6-K, including Exhibit 99.1 hereto, is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-292266) and S-8 (Registration No. 333-294184).

 

 

 

 

 

EXHIBIT INDEX

Exhibit No. Description

 

99.1 Press Release

 

 

 

SIGNATURE

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.

XCHG Limited

Date: June 30, 2026

By:

/s/ Yifei Hou

Name: Yifei Hou

Title: Co-Chief Executive Officer

 

 

 

Exhibit 99.1

XCharge Receives Nasdaq Notice Regarding Minimum Bid Price Requirement

 

HAMBURG, Germany & AUSTIN, Texas, June 30, 2026 (GLOBE NEWSWIRE) -- XCHG Limited (“XCharge” or the “Company”) (Nasdaq: XCH), a global leader in integrated EV charging solutions, today announced that it received a written notice (the “Notice”) dated June 24, 2026, from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it is not currently in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1), as the closing bid price of the Company’s American Depositary Shares (“ADSs”) was below $1.00 per ADS for 30 consecutive business days.

The Notice has no immediate effect on the listing of the Company's ADSs, which will continue to trade on Nasdaq under the ticker symbol “XCH”. The receipt of the Notice does not impact the Company’s business operations, contractual obligations, or reporting requirements with the U.S. Securities and Exchange Commission.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until December 21, 2026, to regain compliance by having the closing bid price meet or exceed $1.00 per ADS for a minimum of 10 consecutive business days.

In the event the Company does not regain compliance by December 21, 2026, the Company may be afforded a second 180-calendar-day compliance period. To qualify for this additional time, 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 Nasdaq, with the exception of the minimum bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period. If the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s ADSs will be subject to delisting.

The Company intends to continue monitoring the closing bid price of its ADSs and intends to consider available options to regain compliance with the minimum bid price requirement.

This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.

About XCharge

XCharge (Nasdaq: XCH) is a global supplier of high-performance electric vehicle charging solutions and energy storage solutions. The Company has headquarters in Hamburg and Austin,

 

 

working with a globally networked team to drive innovation in the field of energy and help its customers achieve long-term success.

Safe Harbor Statement

This press release contains forward-looking statements. Such statements are made pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about XCHG Limited's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “objective,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Further information regarding these and other risks, uncertainties or factors is included in XCHG Limited’s filings with the United States Securities and Exchange Commission.

All information provided in this press release is as of the date of this press release, and XCHG Limited does not undertake any duty to update such information, except as required under applicable law.

For investor and media inquiries, please contact:

XCharge

IR Department

Email: ir@xcharge.com

 

 

Source: View Original Filing on SEC EDGAR

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