Agroz Inc. Announces Nasdaq Determination, Outlines Compliance Plan
Agroz Inc. (Nasdaq: AGRZ), an agricultural technology company, announced today that it received a Staff Determination Letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), dated August 18, 2026.
According to the letter, Nasdaq has determined to delist the Company’s securities from the Nasdaq Capital Market based on several listing deficiencies.
The determination cites the following matters:
- Minimum bid price: Agroz’s ordinary shares closed below $1.00 per share for 30 consecutive business days, resulting in non-compliance with Nasdaq Listing Rule 5550(a)(2).
- Stockholders’ equity: Nasdaq stated that the Company had not demonstrated compliance with the minimum stockholders’ equity requirement applicable to initial listing and had not previously notified Nasdaq of its intention to address the bid-price deficiency through a reverse share split within the applicable period, as contemplated under Nasdaq Listing Rule 5810(c)(3)(A)(ii).
- Annual report filing: The Company has not yet filed its annual report on Form 20-F for the fiscal year ended December 31, 2025, resulting in non-compliance with Nasdaq Listing Rule 5250(c)(1). Nasdaq also stated that it would not accept an additional compliance plan for the filing delinquency under Nasdaq Listing Rule 5810(c)(2)(A).
Agroz Plans to Appeal Nasdaq Determination
Agroz intends to submit a timely request for a hearing before the Nasdaq Hearings Panel by the August 25, 2026 deadline to appeal the Staff Determination.
If the hearing request is accepted, the request will stay the suspension and delisting action pending the Panel’s decision and the expiration of any extension granted by the Panel. However, there can be no assurance that the appeal will be successful or that the Company will regain or maintain compliance with all applicable Nasdaq continued-listing requirements.
Compliance Plan Underway
Agroz has already begun implementing a coordinated compliance plan to address the deficiencies identified by Nasdaq.
As part of the plan, the Company is finalizing the necessary corporate-action application for a 1-for-10 reverse share split of its ordinary shares. The proposed reverse split is intended to increase the per-share trading price of the Company’s ordinary shares and support its efforts to regain compliance with Nasdaq Listing Rule 5550(a)(2). Implementation remains subject to all required corporate, regulatory, and Nasdaq review processes.
The Company has also appointed Golden Eagle CPAs LLC, a U.S.-based public accounting firm registered with the Public Company Accounting Oversight Board (PCAOB), to accelerate the audit process required to complete the Company’s outstanding Form 20-F.
Agroz and its newly appointed auditor are working to complete and file the annual report as soon as practicable. The Company is currently targeting completion by mid-October 2026, although the timeline could be affected by the audit process, regulatory review, and other matters outside the Company’s control.
As part of its appeal, Agroz plans to present the Nasdaq Hearings Panel with its compliance strategy, including the proposed reverse share split, the appointment of its new PCAOB-registered auditor, the anticipated Form 20-F filing timeline, and its broader plan to satisfy Nasdaq’s financial and continued-listing requirements.
“Management and the Board are treating these matters as an immediate priority,” said Gerard Lim, CEO of Agroz. “We have already commenced concrete remedial actions, including advancing the proposed reverse share split and strengthening the resources dedicated to completing our outstanding annual report. We intend to work closely and transparently with Nasdaq throughout the hearing and compliance process.”
The Staff Determination does not affect Agroz’s current business operations, customers, employees, or day-to-day commercial activities. The Company said it remains focused on executing its business strategy while completing the actions outlined in its Nasdaq compliance plan.
If Agroz does not submit a timely hearing request, Nasdaq has stated that trading in the Company’s ordinary shares would be suspended at the opening of business on August 27, 2026, followed by formal delisting procedures, including the filing of a Form 25-NSE with the U.S. Securities and Exchange Commission.
