NOODLES & Co 8-K

What Happened

• Noodles & Company (NDLS) filed an 8-K reporting that Nasdaq notified the company on June 24, 2025 that it was not in compliance with Nasdaq Listing Rule 5450(a)(1) (minimum $1.00 closing bid). The company was given a 180-calendar-day cure period that ended December 22, 2025 and did not regain compliance.
• On December 23, 2025 Nasdaq issued a delisting determination. Noodles & Company intends to request a hearing before a Nasdaq Hearings Panel by the December 30, 2025 deadline; requesting the hearing automatically stays any suspension/delisting pending the hearing and any Panel extension. The company also plans a special stockholder meeting on February 4, 2026 to seek approval of a reverse stock split (ratio 1-for-2 to 1-for-15) which the board could implement within one year if needed to regain compliance.

Key Details

• Nasdaq rule at issue: Listing Rule 5450(a)(1) — $1.00 minimum closing bid; deficiency notice given June 24, 2025.
• Compliance period: 180 calendar days ending December 22, 2025; delisting determination issued December 23, 2025.
• Hearing deadline: Company must request a hearing by December 30, 2025 (it intends to do so).
• Corporate action planned: Special meeting on February 4, 2026 to propose an amendment to effect a reverse split between 1:2 and 1:15, subject to board and stockholder approval.

Why It Matters

• If delisted from Nasdaq, Noodles & Company shares could become harder to trade, quotations may be less accurate, and the stock price could suffer materially. Delisting may also hinder the company’s ability to raise capital and could trigger defaults or penalties under existing agreements. The hearing and potential reverse split are the company’s immediate steps to try to regain compliance, but the filing warns there is no assurance of success. The 8-K also includes standard forward-looking statement cautioning that outcomes and timing remain uncertain.