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: 001-42450
Zhengye Biotechnology Holding Limited
No.1 Lianmeng Road, Jilin Economic & Technical
Development Zone
Jilin City, Jilin Province, China
(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 ☐
Press Release Announcing Receipt of the Nasdaq Minimum Bid Price
Deficiency Letter
On May 29, 2026, Zhengye Biotechnology Holding
Limited (the “Company”) received a notice 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 “ZYBT.”
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),
the Company has a compliance period of one hundred eighty (180) calendar days, or until November 25, 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 November 25, 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 November 25, 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 June 4, 2026, the Company issued a press release
entitled “Zhengye Biotechnology Holding Limited Receives Nasdaq Notification 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 titled “Zhengye Biotechnology Holding Limited Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency” |
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.
| |
Zhengye Biotechnology Holding Limited |
| |
|
|
| Date: June 4, 2026 |
By: |
/s/ Songlin Song |
| |
Name: |
Songlin Song |
| |
Title: |
Chief Executive Officer |
2
Exhibit 99.1
Zhengye Biotechnology
Holding Limited Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency
Jilin, China, June 4,
2026 (GLOBE NEWSWIRE) -- Zhengye Biotechnology Holding Limited (Nasdaq: ZYBT) (the “Company” or “Zhengye”), a
veterinary vaccine manufacturer that encompasses research, development, manufacturing, and sales of veterinary vaccines, with a focus
on livestock vaccines in China, announced that the Company had received a written notification letter (the “Notification Letter”)
from the Nasdaq Stock Market LLC (“Nasdaq”) on May 29, 2026, notifying the Company that it is not in compliance with the minimum
bid price requirement set forth in the Nasdaq Listing Rules 5550(a)(2) for continued listing on the Nasdaq.
Nasdaq Listing Rule 5550(a)(2)
requires listed securities to maintain a minimum bid price of US$1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a
failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based
on the closing bid price of the Company’s Class A ordinary shares for the 30 consecutive business days from April 16, 2026 to May
28, 2026, the Company no longer meets the minimum bid price requirement.
The Notification Letter
does not impact the Company’s listing on the Nasdaq Capital Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company has been provided 180 calendar days, or until November 25, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2).
To regain compliance, the Company’s Class A ordinary shares must have a closing bid price of at least US$1.00 for a minimum of 10
consecutive business days. In the event the Company does not regain compliance by November 25, 2026, the Company may be eligible for additional
time to regain compliance or may face delisting.
The Company’s business
operations are not affected by the receipt of the Notification Letter. The Company is monitoring the closing bid price of its Class A
ordinary shares and may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse
share split of its outstanding Class A ordinary shares, to regain compliance with the minimum bid price requirement under the Nasdaq Listing
Rules.
About Zhengye Biotechnology Holding Limited
Through Jilin Zhengye Biological Products Co.,
Ltd., the Company’s operating entity based in Jilin, China, Zhengye Biotechnology Holding Limited focuses on the research, development,
manufacturing, and sales of veterinary vaccines, with an emphasis on vaccines for livestock. For over 20 years, the operating entity has
been committed to enhancing the health of animals. The operating entity has 50 veterinary vaccines, including vaccines for swine, cattle,
goats, sheep, poultry, and dogs. The operating entity’s products are available in 29 provincial regions across China and are exported
overseas to Vietnam, Pakistan, and Egypt as of the date of this press release. The operating entity has three veterinary vaccine production
floors (including 13 vaccine production lines), one quality examination center, and one animal facility for vaccine development, all operating
in accordance with Good Manufacturing Practices for Veterinary Drugs issued by the Ministry of Agriculture and Rural Affairs of the PRC.
For more information, please visit the Company’s website: http://ir.jlzybio.com.
Forward-Looking Statements
This announcement contains statements that may
constitute “forward-looking” statements which are made pursuant to the “safe harbor” provisions of the U.S. Private
Securities Litigation Reform Act of 1995. 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. Investors can find many (but not all) of these statements by the use of
words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,”
“estimates,” “projects,” “intends,” “plans,” “will,” “would,”
“should,” “could,” “may” or other similar expressions in this announcement. Statements that are not
historical facts, including statements about the Company’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties. 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 United States Securities and Exchange Commission.
For more information, please contact:
Zhengye Biotechnology Holding Limited
Investor Relations Department
Email: ir@jlzybio.com
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
