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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of June, 2025
Commission File Number: 001-42259
JBDI Holdings Limited
(Translation of registrant’s name into English)
34 Gul Crescent
Singapore 629538
(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 ☐
Notice of Failure to File Interim Balance Sheet and Income Statement as of the End of Second Quarter on Form 6-K and Subsequent Filing and Compliance
JBDI Holdings Limited, a Cayman Islands exempt company (the “Company”), received a deficiency notice dated June 3, 2025 (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that it has not yet filed its interim balance sheet and income statement as of the end of its second quarter on Form 6-K (the “Filing”) and thus no longer complies with Listing Rule 5250(c)(1) for continued listing.
On June 5, 2025, the Company filed with the Securities and Exchange Commission on Form 6-K its unaudited condensed consolidated financial statements for the six-month periods ended November 30, 2024 and 2023, including its balance sheet for the six-month period ended November 30, 2024 and its income statement for the six-month periods ended November 30, 2024 and 2023. On June 9, 2025, the Company received a compliance letter from Nasdaq informing the Company that it has regained compliance with the periodic filing requirement under Nasdaq Listing Rule 5250(c)(1), and that the Company was therefore in compliance with the Nasdaq Capital Market’s listing requirements. Accordingly, the Company’s ordinary shares will continue to be listed on The Nasdaq Capital Market and Nasdaq considers the matter closed.
Notice of Failure to Comply with the Bid Price Requirement to Continue Listing on Nasdaq and Subsequent Compliance
The Company had previously been notified by Nasdaq on December 12, 2024, that its ordinary shares 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, Nasdaq has determined that for the last eleven consecutive business days, from May 16 through June 2, 2025, the closing bid price of the Company’s ordinary shares has been at $1.00 per share or greater.
Accordingly, on June 3, 2025, the Company received a notice from Nasdaq informing the Company that it had regained compliance with Nasdaq’s bid price requirement in Listing Rule 5450(a)(1), and that the Company is therefore in compliance with the Nasdaq Capital Market’s listing requirements. Accordingly, the Company’s ordinary shares will continue to be listed on The Nasdaq Capital Market and Nasdaq considers the matter closed.
Issuance of Press Releases
On June 6, 2025, the Company issued a press release regarding the receipt of a notice from Nasdaq on June 3, 2025 informing the Company that it has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1), and that the Company was therefore in compliance with the Nasdaq Capital Market’s listing requirements.
On June 9, 2025, the Company issued a press release regarding the receipt of a notice from Nasdaq informing the Company that it has regained compliance with the periodic filing requirement under Nasdaq Listing Rule 5250(c)(1), and that the Company was therefore in compliance with the Nasdaq Capital Market’s listing requirements. Copies of the press releases are furnished as Exhibits 99.1 and 99.2 to this Form 6-K.
Forward-Looking Statements
Matters discussed in this report 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, 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 report 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.
Exhibits
| 99.1 | Press Release published on June 6, 2025 |
| 99.2 | Press Release published on June 9, 2025 |
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SIGNATURE
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.
| JBDI HOLDINGS LIMITED | ||
| (Registrant) | ||
| Date: June 10, 2025 | By: | /s/ Lim Chwee Poh |
| Lim Chwee Poh, Chief Executive Officer | ||
|
|
EXHIBIT 99.1
JBDI Holdings Regains Compliance with Nasdaq’s Minimum Bid Price Requirement
PUBLISHED
Jun 6, 2025 9:15am EDT
Receives Notice of Failure to File Interim Financial Statements in Violation of Nasdaq Listing Rules
SINGAPORE, June 06, 2025 (GLOBE NEWSWIRE) — JBDI Holdings Limited (“JBDI” or the “Company”) (Nasdaq: JBDI), today announced that it has received notice (the “Notice”) from the Nasdaq Stock Market (“Nasdaq”) on June 3, 2025 informing the Company that it has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1), and that the Company was therefore in compliance with the Nasdaq Capital Market’s listing requirements.
The Company had previously been notified by Nasdaq on December 12, 2024, that its ordinary shares failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by Listing Rule 5450(a)(1) of The Nasdaq Stock Market (“Bid Price Requirement”). Since then, Nasdaq has determined that for the eleven consecutive business days, from May 16 through June 2, 2025, the closing bid price of the Company’s ordinary shares was at $1.00 per share or greater.
“We are pleased that the Company has regained compliance with the Bid Price Requirement because we recognize the value to our shareholders of the Nasdaq listing and intend to continue to meet the Bid Price Requirement,” stated Mr. Lim Chwee Poh, the Chief Executive Officer of JBDI Holdings Limited.
Furthermore, the Company announced the receipt of a deficiency notice dated June 3, 2025 from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that it has not yet filed its interim balance sheet and income statement as of the end of its second quarter on Form 6-K, and thus no longer complies with Listing Rule 5250(c)(2) for continued listing. The Notice further reflected that under the Rules, the Company would have 60 calendar days to submit a plan to regain compliance, and if Nasdaq accepts the plan, Nasdaq will grant an exception of up to 180 calendar days from the filing’s due date or until December 2, 2025 to regain compliance.
On June 5, 2025, the Company filed with the Securities and Exchange Commission under cover of Form 6-K its unaudited condensed consolidated financial statements for the six-month periods ended November 30, 2024 and 2023. The Company intends to immediately notify Nasdaq of the filing of its interim financials for the six-month periods and that the Company is now in compliance with Nasdaq Listing Rule 5250(c)(2).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About JBDI Holdings Limited
JBDI Holdings Limited is a leading provider of environmentally friendly and efficient products and services, specializing in the revitalization, reconditioning, and recycling of drums and related containers in Singapore and across Southeast Asia. With nearly four decades of industry experience, JBDI Holdings has established a strong reputation for quality and reliability, offering a wide range of reconditioned steel and plastic drums, new containers, and ancillary services. Our mission is to help our customers achieve a zero environmental impact footprint while optimizing resource allocation and reducing costs. For more information, please visit http://jbdi.barrels.com.sg/
Safe Harbor Statement
This press release contains forward-looking statements that reflect our current expectations and views of future events. Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements involve various risks and uncertainties. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. We qualify all of our forward-looking statements by these cautionary statements.
Investor Relations Contact:
Matthew Abenante, IRC President Strategic Investor Relations, LLC Tel: 347-947-2093
Email: matthew@strategic-ir.com
Company Contact:
Zhaorong Liang Tel: +65 6861 4150 Email: Zhaorong.liang@eugroup.com.sg
EXHIBIT 99.2
JBDI Holdings Regains Compliance with Nasdaq’s Periodic Filing Requirement
PUBLISHED
Jun 9, 2025 4:15pm EDT
SINGAPORE, June 09, 2025 (GLOBE NEWSWIRE) — JBDI Holdings Limited (“JBDI” or the “Company”) (Nasdaq: JBDI), today announced that it has received notice (the “Notice”) from the Nasdaq Stock Market (“Nasdaq”) on June 9, 2025 informing the Company that it has regained compliance with the periodic filing requirement under Nasdaq Listing Rule 5250(c)(1), and that the Company was therefore in compliance with the Nasdaq Capital Market’s listing requirements.
On June 5, 2025, the Company filed with the Securities and Exchange Commission under cover of Form 6-K its unaudited condensed consolidated financial statements for the six-month periods ended November 30, 2024 and 2023.
“We are pleased to have regained full compliance with Nasdaq’s listing requirements. With our periodic filings now current, we can focus our full attention on delivering long-term value to our shareholders,” stated Mr. Lim Chwee Poh, the Chief Executive Officer of JBDI Holdings Limited.
About JBDI Holdings Limited
JBDI Holdings Limited is a leading provider of environmentally friendly and efficient products and services, specializing in the revitalization, reconditioning, and recycling of drums and related containers in Singapore and across Southeast Asia. With nearly four decades of industry experience, JBDI Holdings has established a strong reputation for quality and reliability, offering a wide range of reconditioned steel and plastic drums, new containers, and ancillary services. Our mission is to help our customers achieve a zero environmental impact footprint while optimizing resource allocation and reducing costs. For more information, please visit http://jbdi.barrels.com.sg/
Safe Harbor Statement
This press release contains forward-looking statements that reflect our current expectations and views of future events. Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements involve various risks and uncertainties. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. We qualify all of our forward-looking statements by these cautionary statements.
Investor Relations Contact:
Matthew Abenante, IRCPresidentStrategic Investor Relations, LLC Tel: 347-947-2093 Email: matthew@strategic-ir.com
Company Contact:
Zhaorong LiangTel: +65 6861 4150Email: Zhaorong.liang@eugroup.com.sg