Business Context and Reporting Period
Company: Noodles & Company
Filing Type: Form 8-K (Current Report)
Date of Report: June 24, 2025
Reporting Period: Event date June 24, 2025; Compliance deadline December 22, 2025.
The Company received a notification from The Nasdaq Stock Market LLC indicating non-compliance with the Minimum Bid Price Requirement (Listing Rule 5450(a)(1)) for continued listing on The Nasdaq Global Select Market.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on stock listing compliance status.
Material Changes and Listing Status
- Non-Compliance Trigger: The Company's common stock closing bid price remained below $1.00 per share for 30 consecutive business days prior to June 24, 2025.
- Immediate Effect: The Notice has no immediate effect on the listing or trading of the Company's common stock.
- Compliance Period: The Company has 180 calendar days (until December 22, 2025) to regain compliance.
- Compliance Requirement: The closing bid price must be at least $1.00 per share for a minimum of ten consecutive business days during the grace period.
Outlook, Risks, and Management Commentary
- Remediation Options: Management intends to monitor the stock price and consider all options to regain compliance, including proposing a reverse stock split for stockholder approval if necessary.
- Second Compliance Period: If the Company fails to comply by December 22, 2025, it may be eligible for an additional 180-day period if it applies to transfer listing to The Nasdaq Capital Market, provided it meets other applicable listing standards.
- Delisting Risk: If the Company cannot cure the deficiency or is ineligible for the Second Compliance Period, Nasdaq may notify the Company that its stock is subject to delisting. Appeals are possible but not guaranteed to be successful.
- Uncertainty: There is no assurance that the Company will be able to regain compliance during the initial or any subsequent extension period.
Investor Verification Checklist
- Verify the current closing bid price of NDLS stock relative to the $1.00 threshold.
- Monitor announcements regarding a potential reverse stock split proposal.
- Review the Company's ability to meet the market value of publicly held shares requirement if a transfer to The Nasdaq Capital Market becomes necessary.
- Track the 180-day compliance deadline of December 22, 2025.