Massimo Group

Item 1A. Risk Factors

As of the date of this ReportExcept as disclosed below, there have been no material changes with respect to those risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 31, 2026. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial position, or future results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

If we fail to satisfy the continued listing requirements of Nasdaq, our common stock could be delisted, which would severely impact the liquidity and market price of our shares. In addition, Nasdaq has proposed a new listing rule regarding a $5 million minimum market value of listed securities, which, if approved and implemented, could introduce additional delisting risks for issuers trading below this threshold.

In order to remain listed on Nasdaq, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders equity, minimum share price, and certain corporate governance requirements. In addition to existing requirements, Nasdaq has proposed a new listing rule that would require listed issuers to maintain a minimum market value of listed securities of at least $5 million. Under this proposed new rule, if the value of an issuers listed securities, as measured by each applicable trading days closing price, continues to be less than $5 million for a period of 30 consecutive trading days, the issuers securities would immediately be delisted, with no compliance or cure period. While the SEC initially approved this proposal on July 22, 2026, the SEC subsequently issued an administrative stay on July 29, 2026, pausing the rules implementation pending a full SEC review. Accordingly, the ultimate implementation timeline and final terms remain uncertain. If this rule is ultimately approved and implemented, companies with market values below the $5 million threshold, including potentially us depending on our future stock performance, could face heightened risks of rapid delisting.

We may be required to monitor our market value of listed securities closely and, if necessary, take actions such as issuing additional securities, raising additional capital or undertaking other corporate actions to seek to maintain compliance, any of which could dilute our existing shareholders, increase our costs, or divert managements attention. The risk of a rapid loss of Nasdaq listing, or an actual delisting, could adversely affect investor confidence, the liquidity and trading price of our common stock, and our ability to access the capital markets, and could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance regarding our future stock performance or our ability to maintain compliance with Nasdaqs listing standards as they evolve.