Business Context and Reporting Period
This Form 8-K filing by Noodles & Company (NDLS) is dated December 24, 2024, with a signature date of December 31, 2024. The report addresses a regulatory notice regarding the company's continued listing status on The Nasdaq Global Select Market.
Key Financial Metrics
The filing does not provide specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the company's stock price performance relative to exchange listing requirements.
Material Changes
The primary material event is the receipt of a notification from Nasdaq indicating non-compliance with Listing Rule 5450(a)(1), the Minimum Bid Price Requirement. The company's common stock has traded below the required $1.00 per share closing bid price for 30 consecutive business days. This deficiency has no immediate effect on the listing or trading of the stock.
Outlook, Risks, and Management Commentary
- Compliance Timeline: The company has a 180-calendar day grace period, ending June 23, 2025, to regain compliance.
- Compliance Criteria: To remain listed, the stock must close at or above $1.00 per share for a minimum of ten consecutive business days during the grace period.
- Secondary Options: If the initial period expires without compliance, the company may apply for a second 180-day period by transferring to The Nasdaq Capital Market, provided it meets other listing standards.
- Management Action: Management intends to monitor the stock price and is considering all options to regain compliance, including proposing a reverse stock split for stockholder approval.
- Risks: There is no assurance that the company will regain compliance or that any appeal against a potential delisting determination would be successful.
Investor Verification Checklist
- Verify the current closing bid price of NDLS stock to assess proximity to the $1.00 threshold.
- Monitor upcoming investor communications for any formal proposal of a reverse stock split.
- Track the stock's performance over the next 10 consecutive business days to determine if the initial compliance window is met.
- Review the company's most recent 10-K or 10-Q filings to understand the underlying financial drivers of the low stock price.