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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 September 2025
Commission File Number: 001-42269
Galaxy Payroll Group Limited
25th Floor, Ovest,
77 Wing Lok Street,
Sheung Wan, Hong Kong
+852 3105 2611
(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 ☐
Information Contained in This Form 6-K Report
On September 16, 2025, Galaxy Payroll Group Limited (the “Company”) received a notification from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) stating that the Company will be afforded an additional 180 calendar day period (or until March 16, 2026) to regain compliance with Nasdaq’s minimum bid price requirement.
As previously disclosed, on March 17, 2025, the Company received a notice from Nasdaq stating that, for the 30 consecutive business days ending March 14, 2025, the closing bid price for the Company’s ordinary shares had been below the minimum of $1.00 per share required for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The notification letter stated that the Company would be afforded an initial 180-day period to regain compliance with the minimum bid price requirement. The notification letter also stated that in the event the Company did not regain compliance within the initial 180-day period, the Company could be eligible for additional time.
The Company did not regain compliance with the minimum bid price requirement during the initial 180-day period. However, Nasdaq determined that the Company was eligible for the additional 180-day period within which to regain compliance. In order to regain compliance, the bid price for shares of the Company’s ordinary shares must close at $1.00 per share or more for a minimum of ten consecutive business days. The Company intends to cure the deficiency during the additional 180-day period by effecting a reverse stock split, if necessary.
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, thereunto duly authorized.
| GALAXY PAYROLL GROUP LIMITED | ||
| By: | /s/ Wai Hong Lao | |
| Name: | Wai Hong Lao | |
| Title: | Chief Executive Officer | |
Date: September 18, 2025
EXHIBIT INDEX
| Exhibit No. | Exhibit | |
| 99.1 | Press release |
Exhibit 99.1
Galaxy Payroll Group Limited Granted Additional 180-Day Compliance Period by
Nasdaq to Regain Minimum Bid Price Requirement
HONG KONG – September 17, 2025 – Galaxy Payroll Group Limited (Nasdaq: GLXG) (“Galaxy” or the “Company”), a leading global payroll provider, today announced that it has received a notification letter dated September 16, 2025, from the Nasdaq Listing Qualifications staff. The letter confirms that the Company has been granted an additional 180-day compliance period, until March 16, 2026, to regain compliance with the minimum bid price requirement.
The Company had previously received a notice from Nasdaq on March 17, 2025, indicating that the closing bid price of its ordinary shares had been below $1.00 per share for 30 consecutive business days, which did not meet the requirements of Nasdaq Listing Rule 5550(a)(2). Under the rules, the Company was afforded an initial 180-day grace period, which expired on September 15, 2025.
Nasdaq’s decision to grant the additional 180-day compliance period is based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement. Furthermore, the Company has provided written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by potentially implementing a reverse stock split.
According to Nasdaq’s notification, if the closing bid price of the Company’s ordinary shares reaches $1.00 per share or more for a minimum of 10 consecutive business days at any time on or before March 16, 2026, Nasdaq will provide written confirmation of compliance, and the matter will be closed.
Mr. Wai Hong Lao, Chief Executive Officer of the Company, stated, “We appreciate Nasdaq granting us this additional time to resolve the bid price compliance matter. This acknowledges that we currently meet other key listing requirements apart from the bid price. We remain committed to enhancing shareholder value and executing our business strategy.”
About Galaxy Payroll Group Limited
Galaxy Payroll Group Limited is a leading payroll outsourcing service provider based in Hong Kong. The company specializes in delivering HR and payroll solutions to multinational companies across various industries. With a focus on innovation and client satisfaction, GLXG operates in Hong Kong, Taiwan, Macau, and the PRC, offering payroll outsourcing, employment services, and consultancy to businesses of all sizes.
For more information, please visit Galaxy Payroll Group’s website: www.galaxyapac.com.
Forward-Looking Statements
Matters discussed in this press release may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.
For enquiry, please contact Intelligent Joy Limited:
Karen Deng
Phone: (852) 3594 6407
Email: pr-team@intelligentjoy.com