Nasdaq Deficiency Notice: What to Disclose and When

A Nasdaq deficiency notice is a letter telling a listed company it no longer meets a continued listing rule. The company must announce it publicly, and SEC rules require an Item 3.01 Form 8-K within four business days of receipt. For the common minimum bid price deficiency, Nasdaq rules give a 180-calendar-day cure period, during which the bid price must close at $1 or more for ten consecutive business days, according to Goodwin Procter.

Last updated: November 6, 2026. Virgo PR publishes this guide for general information. It is not legal advice, and Nasdaq changes its listing rules, so confirm current requirements with securities counsel.

What triggers a minimum bid price deficiency notice?

A minimum bid price deficiency notice is triggered when a company's stock stays below $1 per share for 30 consecutive business days. Goodwin Procter's June 2022 Nasdaq minimum bid price rule summary says Nasdaq promptly sends a deficiency notice once that period ends. Nasdaq's own letters, filed by listed companies with the SEC, describe the same test using the closing bid price for the last 30 consecutive business days.

The notice starts a clock. From the day it arrives, the company has four business days to disclose it and a longer period to fix the price.

What must the announcement and Form 8-K contain?

The announcement must disclose receipt of the notice, name the Nasdaq rule involved, and describe each specific basis and concern Nasdaq identified. Goodwin Procter explains that Nasdaq Rule 5810(b) sets this content, and that a company can satisfy it by filing a Form 8-K that includes all the required Nasdaq disclosure.

ElementRequirementSource

Public announcementDisclose receipt, the rule and each specific basis and concernNasdaq Rule 5810(b), per Goodwin Procter SEC filingItem 3.01 Form 8-K within four business days of receiptGoodwin Procter Copy to NasdaqNasdaq letters have asked for a copy to Nasdaq's MarketWatch department at least 10 minutes before release2018 Nasdaq letter filed by SPAR Group

A communications team should draft the announcement and the 8-K together from one text, so the two never differ. Virgo PR's guide to Form 8-K Items 2.02 and 7.01 explains the difference between furnished and filed information.

What does the 180-day cure period look like?

The cure period gives a company 180 calendar days from the notice to bring its bid price back above $1 for ten consecutive business days. The table follows Goodwin Procter's 2022 summary, so a company should check current Nasdaq rules before relying on it.

StageWhat happens

NoticeBid price below $1 for 30 consecutive business days First cure period180 calendar days to close at $1 or more for ten consecutive business days Compliance reviewNasdaq may require longer than ten days, generally not more than 20 consecutive business days Second cure periodA further 180 days for Capital Market companies that meet certain requirements; other tiers may transfer to the Capital Market Delisting determinationAnother public announcement and an Item 3.01 Form 8-K within four business days; a hearing request within seven calendar days stays the suspension

Nasdaq has since changed some of these rules. Nasdaq's investor relations materials state that in October 2024 the exchange further limited cure time after a reverse split when the split itself caused a new deficiency.

How should a company explain a reverse stock split?

A company should explain a reverse stock split by stating the ratio, the effective date and the reason, and by avoiding any claim about the future price. Goodwin Procter notes that companies often need a reverse split to regain compliance, and that most wait until it is necessary because of historical market reactions to reverse splits.

The announcement should say whether the split is tied to the deficiency, and the investor materials should avoid suggesting that the split improves the company's results. Virgo PR's guide to Nasdaq uplisting communications covers the same issue for companies moving up.

What should the first 10 days after a notice look like?

The first ten days after a notice should produce one filed disclosure and one plan. This sequence is an editorial suggestion.

• Day 0: send the notice to securities counsel and the chief financial officer, and freeze other announcements until counsel reviews them.

• Days 1 to 3: draft the announcement and the Item 3.01 Form 8-K from one text, and get board and counsel approval.

• Day 4 at the latest: file the Form 8-K and issue the announcement, with a copy to Nasdaq as its letter requires.

• Days 5 to 10: brief employees, lenders and major shareholders, and publish a short frequently asked questions page.

Companies that follow this plan can then build a longer investor relations program with Virgo PR's investor relations services and the smaller reporting company investor relations guide. Projections during the cure period need particular care, which the forward-looking statements safe harbor guide explains. The research library on how AI assistants describe public companies shows how filings are read by machines. The announcement and the 8-K should be issued within four business days of the notice, as Goodwin Procter describes.

Frequently asked questions

What is a Nasdaq deficiency notice?

A Nasdaq deficiency notice is a letter from Nasdaq Listing Qualifications telling a listed company that it no longer meets a continued listing requirement, such as the minimum bid price.

How long does a company have to announce the notice?

Under SEC rules, a company must file an Item 3.01 Form 8-K within four business days of receiving the notice, according to Goodwin Procter. Nasdaq Rule 5810(b) also requires a public announcement.

How long is the cure period?

Nasdaq rules give 180 calendar days to fix a bid price deficiency, and a second 180-day period may be available to some Capital Market companies, according to Goodwin Procter's 2022 summary.

Does a reverse stock split fix the problem?

A reverse split can raise the bid price, and companies often use one to regain compliance. Nasdaq limited the cure time for deficiencies caused by a reverse split in October 2024, so the company should confirm current rules first.

Sources and review notes

Facts come from Goodwin Procter's June 14, 2022 Nasdaq minimum bid price summary, Nasdaq deficiency letters filed with the SEC by listed companies, and Nasdaq's investor relations materials. Nasdaq's rules have changed since 2022, so the current rulebook was not fully reviewed.