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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
Notice of Regained Compliance with Nasdaq Listing Rules
As previously disclosed, on March 17, 2025, Galaxy Payroll Group Limited (the “Company”) received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that the bid price of the Company had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result did not comply with Listing Rule 5550(a)(2). Nasdaq has provided the Company with an 180 calendar days compliance period, or until September 15, 2025, in which to regain compliance with Nasdaq continued listing requirement. On September 16, 2025, the Company received a letter from Nasdaq, notifying the Company that Nasdaq has determined the Company is eligible for an additional 180 calendar day period, or until March 16, 2026, to regain compliance with the minimum bid price of $1 per share requirement pursuant to the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2).
On September 22, 2025, the Company received formal notification from Nasdaq, that the Company has regained compliance with the Nasdaq Minimum Bid Price Requirement. Nasdaq made this determination of compliance after the closing bid price of the Company’s ordinary shares was at $1.00 per share or greater for the last 10 consecutive business days from September 8 to September 19, 2025. Accordingly, the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), and the prior bid price deficiency matter is now closed.
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 23, 2025
EXHIBIT INDEX
| Exhibit No. | Exhibit | |
| 99.1 | Press release |
Exhibit 99.1
Galaxy Payroll Group Limited Regains Compliance with Nasdaq Minimum Bid Price Requirement
HONG KONG – September 23, 2025 – Galaxy Payroll Group Limited (Nasdaq: GLXG) (“Galaxy” or the “Company”), a leading global payroll provider, today announced that it has regained compliance with the minimum bid price requirement for continued listing on The Nasdaq Stock Market LLC (“Nasdaq”).
On March 17, 2025, the Company received a written notification from the Nasdaq Listing Qualifications staff, informing the Company that its ordinary shares had failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rules of The Nasdaq Stock Market.
Since then, the Company has taken active measures to address this issue and has successfully regained compliance. Specifically, for the last 10 consecutive business days, from September 8 through September 19, 2025, the closing bid price of the Company’s ordinary shares has been at $1.00 per share or greater. Accordingly, Nasdaq has formally notified the Company that it has regained compliance with Listing Rule 5550(a)(2), and this matter is now closed.
Mr. Wai Hong Lao, Chief Executive Officer of Galaxy Payroll Group Limited, commented, “We are pleased to have successfully regained compliance with Nasdaq’s minimum bid price requirement well ahead of the stipulated deadline. This positive momentum reflects growing confidence in our business strategy and operational execution. Our focus remains on driving long-term growth and creating sustainable value for our shareholders.”
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