SBC Medical Group Holdings Inc

Current report

Because we are not currently in compliance with certain Nasdaq corporate governance requirements, Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Current report

Our common stock began trading on the Nasdaq Global Market under the symbol “SBC” and our public warrants began trading on the Nasdaq Capital Market under the symbol “SBCWW” on September 18, 2024. In order to maintain the listing of our securities on Nasdaq, we must continue to satisfy Nasdaq’s continued listing requirements, which include certain financial, distribution and stock price standards, as well as corporate governance requirements, including requirements relating to the independence of our board of directors and audit committee and size of our audit committee.

Current report

On July 8, 2026, the date of our 2026 annual meeting of stockholders, we ceased to satisfy Nasdaq’s independence requirements for the composition of our board of directors and audit committee size requirements under Nasdaq Listing Rule 5605, as a result of the decision of one of our independent directors not to stand for re-election. On July 10, 2026, we received written notice from Nasdaq confirming that we were not in compliance with these requirements. The notice has no immediate effect on the listing of our securities. Nasdaq has provided us with a cure period until the earlier of our next annual meeting of stockholders or July 9, 2027; provided that, if our next annual meeting is held before January 5, 2027, we must evidence compliance no later than January 5, 2027. We are seeking to appoint an additional independent director to join our board prior to the expiration of the cure period. There can be no assurance that we will regain compliance within the cure period, and if we do not, Nasdaq rules require its staff to notify us that our securities will be subject to delisting, which we would be entitled to appeal such determination to a Nasdaq Hearings Panel.

Current report

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity for our securities; a determination that our common stock is a “penny stock,” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; a limited amount of news and analyst coverage; and a decreased ability to issue additional securities or obtain additional financing in the future.