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8-KAccepted Sep 11, 4:15 PM ET

Fractyl Health Receives Nasdaq Delisting Notice; Plans Hearing

GUTSFRACTYL HEALTH, INC.

Accepted (ET)

4:15 PM

Sep 11, 2026

Filed

Sep 11, 2026

Documents

9

Size

159.1 KB

Summary

Fractyl Health Receives Nasdaq Delisting Notice; Plans Hearing

Updated

What Happened

  • Fractyl Health, Inc. (GUTS) announced that Nasdaq notified the company it was not in compliance with the minimum $1.00 bid price requirement (Nasdaq Listing Rule 5450(a)(1)). The initial non‑compliance notice was received March 13, 2026.
  • After failing to regain compliance within the 180‑calendar‑day cure period, Nasdaq sent a letter dated September 10, 2026 stating the company’s common stock is subject to delisting unless the company timely requests a hearing. Fractyl intends to request a hearing, which will automatically stay any suspension or delisting while the hearings process proceeds.
  • To try to regain compliance, the company filed a proxy statement on August 24, 2026 seeking shareholder approval of a reverse stock split in a ratio between 1‑for‑5 and 1‑for‑15.

Key Details

  • Nasdaq rule cited: Listing Rule 5450(a)(1) (minimum $1.00 bid price) and cure process under Rule 5810(c)(3).
  • Nasdaq letter date: September 10, 2026; company received initial notice March 13, 2026.
  • Reverse split proposal filed: August 24, 2026; proposed ratios from 1‑for‑5 up to 1‑for‑15.
  • To regain compliance without a split, the closing bid must be ≥ $1.00 for at least 10 consecutive business days (up to 20 at Nasdaq’s discretion).

Why It Matters

  • Delisting proceedings can affect liquidity, investor access, and market perception of the stock. The company’s timely hearing request pauses delisting actions, so trading is expected to continue while the matter is resolved.
  • If shareholders approve the proposed reverse split and it is implemented, the per‑share price would likely rise (mathematically) because outstanding shares would be reduced; however, the filing contains no guarantee of approval or that market price will meet Nasdaq’s cure requirements. The filing does not report financial results — it focuses on compliance and corporate actions to address the bid price deficiency.

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