Company Intends to Request a Hearing; Compliance Measures Include Proposed Reverse Share Split and Expedited Completion of Annual Report
KUALA LUMPUR, Malaysia, Aug. 21, 2026 /PRNewswire/ — Agroz Inc. (Nasdaq: AGRZ) (“Agroz” or the “Company”), an agricultural technology company, today announced that it received a Staff Determination Letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) dated August 18, 2026.
The Letter states that Nasdaq has determined to delist the Company’s securities from the Nasdaq Capital Market based on the following matters:
- The closing bid price of the Company’s ordinary shares remained below US$1.00 per share for 30 consecutive business days, resulting in non-compliance with Nasdaq Listing Rule 5550(a)(2).
- 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 cure the bid-price deficiency through a reverse share split within the applicable period, as contemplated by Nasdaq Listing Rule 5810(c)(3)(A)(ii).
- 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). The Letter further states that Nasdaq will not accept an additional compliance plan relating to the filing delinquency pursuant to Nasdaq Listing Rule 5810(c)(2)(A).
The Company 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 confirmed by Nasdaq: The hearing request will stay the suspension and delisting action pending the Panel’s decision and the expiration of any extension granted by the Panel. There can be no assurance that the hearing request will be successful or that the Company will regain or maintain compliance with all applicable Nasdaq continued-listing requirements.
Compliance Plan Already Underway
The Company has initiated a coordinated compliance plan to address the matters identified in the Letter.
The Company is finalizing the submission of the necessary corporate-action application to implement a 1-for-10 reverse share split of its ordinary shares. The proposed reverse share split is intended to increase the per-share trading price of the Company’s ordinary shares and support the Company’s efforts to regain compliance with Nasdaq Listing Rule 5550(a)(2). Its implementation remains subject to the completion of all required corporate, regulatory and Nasdaq review processes.
The Company has also appointed Golden Eagle CPAs LLC, a United States-based public accounting firm registered with the Public Company Accounting Oversight Board, to expedite the audit process required for completion of the Company’s Form 20-F for the fiscal year ended December 31, 2025.
The Company and its newly appointed auditor are working toward completing and filing the outstanding Form 20-F as soon as practicable, with the Company currently targeting completion by mid-October 2026. This timetable is an objective and may be affected by the completion of the audit, regulatory review and other matters outside the Company’s control.
In connection with its appeal, the Company intends to present the Nasdaq Hearings Panel with its compliance strategy, including the proposed reverse share split, the engagement of its new PCAOB-registered auditor, the timetable for filing the outstanding Form 20-F and the Company’s plan for satisfying Nasdaq’s applicable financial and continued-listing requirements.
“Management and the Board are treating these matters as an immediate priority,” said Gerard Lim, CEO. “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 the Company’s business operations, customers, employees or day-to-day commercial activities. The Company remains focused on executing its business strategy while completing the actions required under its Nasdaq compliance plan.
If the Company 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 the commencement of formal delisting procedures, including the filing of a Form 25-NSE with the U.S. Securities and Exchange Commission.
The Company will provide further updates regarding the Nasdaq proceedings and its compliance efforts when material developments occur.
About Agroz Inc.
Agroz Inc. is an innovative, fully vertically integrated agricultural technology company designing, building, managing, and operating indoor and outdoor Controlled Environment Agriculture (“CEA”) vertical farms. Agroz also operates CEA vertical farms in local communities to grow and deliver clean, pesticide free, fresh and nutritious rich vegetables directly to consumers and businesses, and to educate the public on how its vegetables are grown. Agroz believes its competitive advantage stems from its proprietary Agroz OS system, a vertical farm operating system comprised of (i) digitally automated hardware systems enabling management of vertical farm conditions, and (ii) certain software solutions enabling email and communication systems for vertical farm organization.
Forward-Looking Statements
This press release contains forward-looking statements, including statements concerning the Company’s proposed reverse share split, its request for a hearing before the Nasdaq Hearings Panel, the anticipated timing for completing and filing its Form 20-F, its ability to regain compliance with Nasdaq’s listing requirements and its ability to maintain the listing of its ordinary shares on the Nasdaq Capital Market.
These statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially. There can be no assurance that Nasdaq will grant the Company’s appeal, provide the Company with additional time to regain compliance, approve or process the proposed reverse share split within the anticipated timeframe, or that the Company will complete its outstanding Form 20-F or regain compliance with all applicable listing requirements. Readers should not place undue reliance on these forward-looking statements. The Company undertakes no obligation to update any forward-looking statement except as required by applicable law.
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SOURCE Agroz Inc
