8-K - ATPC - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): January 27, 2026

AGAPE

ATP CORPORATION

(Exactname of Registrant as specified in its charter)

Nevada	001-41835	36-4838886
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1705– 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia,

TamanDesa, Kuala Lumpur, Malaysia (Postal Code: ### 58100).

(Address of principal executive offices, including zip code)

Registrant’s

phone number, including area code

+(60)

192230099

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock, par value $0.0001	ATPC	NASDAQ<br> Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 27, 2026, Agape ATP Corporation (the “Company”) received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company for the period from December 10, 2025 to January 26, 2026, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share.

Nasdaq has provided the Company with an 180 calendar days compliance period, or until July 27, 2026, in which to regain compliance with Nasdaq continued listing requirement. In the event that the Company does not regain compliance in the compliance period, the Company may be eligible for an additional 180 calendar days, should the Company meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and is able to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.

The Company is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirement. Although the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing requirement.

On January 29, 2026, the Company issued a press release (the “Press Release”) announcing receipt of the letter from Nasdaq. The Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Exhibit

Index

Exhibit No.	Description
99.1	Press Release dated January 29, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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.

Date:<br> January 29, 2026	AGAPE ATP CORPORATION
	By:	/s/ How Kok Choong
	Name:	How<br> Kok Choong
	Title:	Chief<br> Executive Officer, President, Director, Secretary and Treasurer (Principal Executive Officer)

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Exhibit99.1

PRESSRELEASE

For Immediate Distribution

AgapeATP Corporation Receives Nasdaq Notice on Minimum Bid Price Requirement

KUALALUMPUR, Malaysia - January 29, 2026 - Agape ATP Corporation (NASDAQ:ATPC) (“ATPC” or “the Company”) announced that it received a notification letter from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) on January 27, 2026, indicating that the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of US$1.00 per share for continued listing on the Nasdaq Capital Market.

The notification was based on the closing bid price of the Company’s common stock for the period from December 10, 2025 to January 26, 2026. The notice does not result in the immediate delisting of the Company’s common stock, which will continue to trade on the Nasdaq Capital Market under the symbol “ATPC.”

The Company has been provided an initial compliance period of 180 calendar days, or until July 27, 2026, to regain compliance with the minimum bid price requirement. If the Company does not regain compliance during this period, it may be eligible for an additional 180 calendar day compliance period, subject to meeting applicable continued listing requirements and providing written notice of its intention to cure the deficiency, which may include effecting a reverse stock split if necessary.

The Company is currently evaluating options to regain compliance with Nasdaq’s continued listing requirements. There can be no assurance that the Company will be able to regain compliance within the applicable time periods.

This announcement is made in accordance with Nasdaq Listing Rule 5810(b).

###

AboutAGAPE ATP Corporation

Agape ATP Corporation (ATPC) is dedicated to enhancing the quality of life and promoting sustainable development. With a strong foundation built on two core business pillars, ATPC specialises in the provision of health and wellness products that caters to the diverse needs of its customers, ensuring their well-being and vitality. Additionally, APTC delivers comprehensive energy-saving solutions that empower companies to drive sustainability initiatives, reduce energy consumption, and achieve their sustainability goals.

For more information, visit www.agapeatpgroup.com.

IssuedBy: Koa International Sdn. Bhd. on behalf of Agape ATP Corporation

MediaContact

Jazzmin Wan

Email: j.wan@swanconsultancy.biz

Mandy Tan

Email: m.tan@swanconsultancy.biz

SAFEHARBOUR STATEMENT

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the Company’s operational stability, business initiatives, and growth prospects. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “will,” and similar expressions identify forward-looking statements. These statements are not guarantees of future performance and involve risks and uncertainties that may cause actual results to differ materially from those discussed. Factors that may affect results include the Company’s ability to execute its strategies, market acceptance of its products, economic conditions, and other risks detailed in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements except as required by law.

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