Nasdaq moves to delist X3 Holdings (XTKG) after minimum bid price breach

Rhea-AI Filing Summary

X3 Holdings Co., Ltd. reported that Nasdaq has issued a determination letter to delist the company’s securities from The Nasdaq Capital Market after its share price stayed below $1 for 32 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2) on minimum bid price.

The company had previously carried out a one-for-six reverse stock split on December 30, 2025, which under Nasdaq Listing Rule 5810(c)(3)(A)(iv) makes it ineligible for a new 180‑day grace period. Nasdaq’s letter states that, absent an appeal, trading would be suspended on February 19, 2026 and a Form 25‑NSE would be filed to remove the securities from listing and registration.

X3 Holdings has requested a hearing before a Nasdaq Hearings Panel, which stays the suspension and delisting process while the Panel considers the matter. The company is evaluating options to regain compliance but warns there is no assurance that an appeal or any remedial steps will succeed.

Positive

• None.

Negative

• Nasdaq delisting determination: Nasdaq has decided to delist X3 Holdings’ securities from The Nasdaq Capital Market after a prolonged minimum bid price violation and ineligibility for a new compliance period following a recent reverse stock split.
• Listing status uncertainty: While a requested hearing temporarily stays suspension and delisting, the company explicitly notes there is no assurance of a successful appeal or eventual return to full Nasdaq compliance.

Insights

Equity & Listing Standards Analyst

Nasdaq has moved to delist X3 Holdings after a failed minimum bid price cure.

Nasdaq determined that X3 Holdings no longer meets the $1 minimum bid price requirement after its stock traded below that level for 32 consecutive business days. Because the company completed a one-for-six reverse stock split on December 30, 2025, it is not eligible for the usual 180‑day compliance window.

The letter therefore states that Nasdaq intends to delist the securities from The Nasdaq Capital Market. X3 Holdings has requested a hearing before a Nasdaq Hearings Panel, which pauses the suspension and Form 25‑NSE filing while the Panel reviews the case. Outcomes could range from extended time to regain compliance to confirmation of delisting.

The company highlights that there is no assurance it will pursue or win any appeal or ultimately regain compliance with Nasdaq’s listing rules. Loss of a Nasdaq listing can materially affect liquidity and investor access, so the Panel’s decision and any future bid‑price remediation actions will be key for shareholders.

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 February 2026

Commission File Number: 001-38851

X3 HOLDINGS CO., LTD.

(Translation of Registrant’s name into English)

Suite 412, Tower A, Tai Seng Exchange

One Tai Seng Avenue

Singapore 536464

(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 ☐

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release - X3 Holdings Announces the Company’s Receipt of Nasdaq Delisting Notice Subject to Hearing

1

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 13, 2026

	X3 HOLDINGS CO., LTD.
	By:	/s/ Stewart Lor
		Stewart Lor
		Chief Executive Officer

2

Exhibit 99.1

X3 Holdings Announces the Company’s Receipt of Nasdaq Delisting Notice Subject to Hearing

Singapore, February 13, 2026 /PRNewswire/ — X3 Holdings Co., Ltd. (Nasdaq: XTKG) (the “Company” or “XTKG”) today announced that on February 10, 2026, the Company has received a determination letter (the “Letter”) from The Nasdaq Stock Market LLC (the “Nasdaq”) regarding a failure to meet Nasdaq’s minimum bid price requirements. The Letter notified that the bid price of the Company’s listed securities has closed at less than $1 per share over the previous 32 consecutive business days, and as a result, not comply with Nasdaq Listing Rule 5550(a)(2) (the “Rule”). The Company would be afforded a 180-calendar day period to demonstrate compliance with the Rule. However, due to the fact that the Company effected a one-for-six reverse stock split on December 30, 2025, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A). As a result, the Letter states that Nasdaq has determined to delist the Company’s securities from The Nasdaq Capital Market.

Unless the Company requests an appeal of this determination by February 17, 2026, the Company’s securities will be scheduled for delisting from The Nasdaq Capital Market and will be suspended at the opening of business on February 19, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.

The Company has submitted a request for a hearing before the Nasdaq Hearings Panel as the next step in the process in seeking an extension to satisfy the minimum bid price requirement set forth in the Rule for continued listing on The Nasdaq Capital Market. The request for a hearing would stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision. The Company is considering all potential options available to it to regain compliance with the aforementioned rules. However, there can be no assurance that the Company will, in fact, move to appeal the determination, that any appeal would be successful, or that the Company will ultimately be able to regain compliance with the applicable Nasdaq listing requirements.

About X3 Holdings

X3 Holdings Co., Ltd. (Nasdaq: XTKG) is a global provider of digital solutions and technology services spanning diverse industries. The Company is operating across diversified business segments in digital technologies, cryptomining operations, renewable energy and agriculture technologies. X3 Holdings is headquartered in Singapore with subsidiaries and operations globally. For additional information, please visit www.x3holdings.com. 

Safe Harbor Statement

This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These statements include, among others, statements regarding the Company’s plans to regain compliance with the minimum bid price requirement. The Company’s actual results may differ materially from those expressed in any forward-looking statements as a result of various factors and uncertainties. The reports filed by the Company with the Securities and Exchange Commission discuss these and other important factors and risks that may affect the Company’s business, results of operations and financial conditions. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. 

For more information, please contact:

Corporate Investor Relations

Email: ir@x3holdings.com

Website: www.x3holdings.com

FAQ

What did X3 Holdings (XTKG) disclose in its latest 6-K filing?

X3 Holdings disclosed that Nasdaq issued a determination letter to delist its securities from The Nasdaq Capital Market after they failed to meet the $1 minimum bid price rule, and the company has requested a hearing to contest this action.

Why is X3 Holdings (XTKG) facing a Nasdaq delisting notice?

Nasdaq notified X3 Holdings that its shares closed below $1 for 32 consecutive business days, violating Listing Rule 5550(a)(2). Because the company executed a one-for-six reverse stock split on December 30, 2025, it is not eligible for another standard compliance period.

What happens to X3 Holdings’ shares if the Nasdaq delisting proceeds?

If the delisting proceeds, X3 Holdings’ securities would be suspended from trading on The Nasdaq Capital Market, and a Form 25-NSE would be filed to remove them from Nasdaq listing and registration, significantly affecting market visibility and liquidity for investors.

How is X3 Holdings (XTKG) responding to the Nasdaq delisting determination?

X3 Holdings has requested a hearing before a Nasdaq Hearings Panel, which stays suspension and the Form 25-NSE filing while the case is reviewed. The company is evaluating options to regain compliance with the minimum bid price requirement for continued Nasdaq listing.

Does requesting a Nasdaq hearing guarantee X3 Holdings will stay listed?

Requesting a hearing temporarily prevents suspension and delisting but does not guarantee continued listing. X3 Holdings cautions there is no assurance that any appeal will succeed or that it will ultimately regain compliance with applicable Nasdaq listing requirements.

What specific Nasdaq rules did X3 Holdings fail to satisfy?

X3 Holdings failed to meet Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1 bid price for its securities. Due to a prior one-for-six reverse stock split, Nasdaq Listing Rule 5810(c)(3)(A)(iv) made the company ineligible for a new compliance period after this latest deficiency.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE - X3 HOLDINGS ANNOUNCES THE COMPANY'S RECEIPT OF NASDAQ DELISTING 6.7 KB