Toronto, October 23, 2025 /PRNewswire/ — Visionary Holdings Inc. (hereinafter referred to as the “Company”, Nasdaq Stock Symbol: GV), a private education service provider integrating technology, announced today that it had received a regulatory notification letter (hereinafter referred to as the “Notification Letter”) issued by Rachel Scherr, a Listing Analyst of the Listing Qualifications Department of The Nasdaq Stock Market LLC (hereinafter referred to as “Nasdaq”) on August 5, 2025. The core content of the Notification Letter and the Company’s subsequent arrangements are disclosed as follows:
I. Core Content of the Notification Letter
Pursuant to the Notification Letter, the Company has failed to meet the requirements for continued listing under Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its annual report on Form 20-F (hereinafter referred to as the “Form 20-F Report”) for the fiscal period ended March 31, 2025. Based on the relevant Nasdaq rules, the specific arrangements and requirements are as follows:
1.Deadline for Submitting Compliance Plan: The Company shall submit a detailed plan to restore compliance status to Nasdaq (Contact Person: Rachel Scherr) within 60 calendar days from the date of receipt of the Notification Letter (August 5, 2025), i.e., no later than October 6, 2025.
2.Conditions for Granting Grace Period: If Nasdaq approves the compliance plan after review, it may grant the Company a maximum 180-calendar-day compliance grace period (calculated from the original due date of the Form 20-F Report), which will end on January 26, 2026. During this period, the Company shall complete the filing of the Form 20-F Report and all subsequent periodic documents that become due.
3.Factors for Plan Review: When reviewing the compliance plan, Nasdaq will focus on the following matters: whether the Company can complete the filing of the Form 20-F Report and subsequent periodic documents within the 180-day grace period, the Company’s past compliance record, the reasons for the delayed filing of documents, material events of the Company during the review period, the overall financial condition, and the quality of information disclosure.
4.Subsequent Rights and Risks: If Nasdaq does not approve the Company’s submitted compliance plan, the Company has the right to file an appeal with the Nasdaq Hearings Panel against such decision in accordance with Nasdaq Listing Rule 5815(a). If the Company fails to restore compliance within the specified period, its securities may be subject to the initiation of delisting proceedings.
II. Nasdaq Disclosure Requirements and the Company’s Implementation Status
Pursuant to the Notification Letter and the requirements of Nasdaq Listing Rule 5810(b) and IM-5810-1:
1.Timeliness of This Disclosure: The Company has completed the supplementary release of this press release within 56 business days after receiving the Notification Letter (i.e., October 23, 2025).
2.Arrangements for Press Release Submission: The Company will submit this press release to the Nasdaq Market Surveillance Department through the Nasdaq Electronic Disclosure Submission System (Login URL: nasdaq.net/ED/IssuerEntry.) in accordance with requirements.
3.Reminder on Subsequent Compliance List: Starting from 5 business days after the date of issuance of the Notification Letter (August 5, 2025), the Company will be included in the “Non-Compliant Companies List” on the Nasdaq official website (listingcenter.nasdaq.com). Meanwhile, the identifier reflecting the Company’s non-compliant status will be synchronized to third-party market data providers through the Nasdaq Market Data Distribution Network for investors’ reference.
III. The Company’s Response Measures
Currently, the Company is working closely with its independent auditors to accelerate the audit work of the financial statements for the fiscal period ended March 31, 2025, and simultaneously conducting the preparation of the Form 20-F Report to ensure the core work progresses as planned. The Company will strictly comply with Nasdaq’s requirements, complete and submit the compliance plan (formulated with reference to the “Frequently Asked Questions Section” of Nasdaq’s online resources and the relevant requirements of the Listing Rules) containing core elements such as “plan for filing documents within the grace period, explanation of the reasons for the delay, and summary of past compliance records” by October 6, 2025, and will maintain continuous communication with Nasdaq to make every effort to promote the restoration of compliance status.
About Visionary Holdings Inc.
Visionary Holdings Inc. is a private education service provider headquartered in Markham, Ontario, Canada. Its subsidiaries operate in both private and public education sectors, focusing on providing high-quality, technology-integrated education services to local and international students.
Forward-Looking Statements
This press release contains forward-looking statements as defined under applicable securities laws and regulations. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied in the forward-looking statements. These factors include, but are not limited to: whether the Company can submit a compliance plan meeting Nasdaq’s requirements by October 6, 2025, whether such plan can be approved by Nasdaq, whether the Company can complete the filing of the Form 20-F Report and subsequent periodic documents by January 26, 2026, and whether the Company can successfully restore its Nasdaq listing compliance status. Unless required by applicable laws, the Company undertakes no obligation to update or revise any forward-looking statements due to new information, future events, or other reasons.
Contact Information
Visionary Holdings Inc.
Investor Relations Department
Email: [email protected]
Company Address: Unit 217, 445 Apple Creek Boulevard, Markham, Ontario, Canada (Postal Code: L3R 9X7)
Telephone: +1 (905) 305-1881
Reference to Nasdaq Online Resources
For access to the Nasdaq Listing Rules, guidelines for formulating compliance plans, and frequently asked questions, please visit the Nasdaq Listing Center and Reference Library. Specific links can be found on the Nasdaq official website (listingcenter.nasdaq.com).
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