VS MEDIA Holdings Ltd 6-K, filed Dec 16, 2025
VS MEDIA Holdings Ltd (VSME)
About this 6-K
VS MEDIA Holdings Ltd filed this 6-K on December 16, 2025.
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 December 2025
Commission File Number: 001-41817
VS MEDIA HOLDINGS LIMITED
(Translation of registrant’s name into English)
Ms. Nga Fan Wong, Chief Executive Officer
6/F, KOHO,
75 Hung To Road,
Kwun Tong, Hong Kong
Telephone: +852 2865 9992
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Nasdaq Minimum Bid Price Deficiency Letter
VS MEDIA Holdings Limited received a notice dated December 15, 2025, from the Listings Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the minimum bid price per share of its Class A ordinary shares was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”). The Nasdaq notification letter does not result in the immediate delisting of the Company’s Class A ordinary shares, and the shares will continue to trade uninterrupted under the symbol “VSME.”
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until June 15, 2026 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per share of the Company’s Class A ordinary shares is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.
In the event the Company does not regain compliance by June 15, 2026, the Company may be eligible for an additional 180 calendar day grace period. To qualify, the Company will be required to 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 will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary. If the Company chooses to implement a reverse stock split, it must complete the split no later than ten (10) business days prior to June 15, 2026, or the expiration of the second compliance period if granted.
This information is being provided solely to comply with NASDAQ Listing Rules requiring public announcement of the Company’s receipt of the letter from NASDAQ.
On December 16, 2025, the Company issued a press release entitled “VS MEDIA Holdings Limited Announces Receipt of Nasdaq Notification Letter Regarding Minimum Bid Price Deficiency” A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated December 16, 2025 |
| 2 |
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: December 16, 2025 | VS MEDIA HOLDINGS LIMITED | |
| By: | /s/ Nga Fan Wong | |
| Name: | Nga Fan Wong | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
VS MEDIA Holdings Limited Announces Receipt of Nasdaq Notification Letter Regarding Minimum Bid Price Deficiency
VS MEDIA Holdings Limited (Nasdaq: VSME) (“VS MEDIA” or “the Company”), a company managing a global network of digital Creators who create and publish content to social media platforms such as YouTube, Facebook, Instagram, and TikTok, today announced it has received a letter of noncompliance from The Nasdaq Stock Market LLC (“Nasdaq”), dated December 15, 2025, notifying the Company that based on VS MEDIA’s closing bid price for the last 30 consecutive business days, 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.
However, pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days in which to regain compliance. If at any time during this 180-day period the closing bid price of the Company’s security is at least $1 for a minimum of ten consecutive business days, Nasdaq will provide VS MEDIA with written confirmation of compliance and this matter will be closed.
In the event the Company does not regain compliance, VS MEDIA may be eligible for additional time. To qualify, the Company will be required to 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 will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the VS MEDIA meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that its securities will be subject to delisting.
The Nasdaq notification letter does not result in the immediate delisting of the Company’s Class A ordinary shares, and the shares will continue to trade uninterrupted under the symbol “VSME”.
VS MEDIA is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirement. Although VS MEDIA 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.
About VS MEDIA Holdings Limited
Founded in 2013, VS MEDIA Holdings Limited manages a global network of digital Creators who create and publish content to social media platforms such as YouTube, Facebook, Instagram, and TikTok. The Creators include influencers, KOLs—Key Opinion Leaders, bloggers, and other content creators who cultivate fanbases on social media platforms. For more information, please visit https://www.vs-media.com.
FORWARD-LOOKING STATEMENTS
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. These forward-looking statements are also based on assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Investors can find many (but not all) of these statements by the use of words such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
VS MEDIA Holdings Limited Investor Contact
Investor Relations
6/F, KOHO,
75 Hung To Road
Kwun Tong, Kowloon,
Hong Kong
Email: ir@vs-media.com