Business Context and Reporting Period
This Form 8-K is a current report filed by Noodles & Company on December 23, 2025. The filing addresses a critical corporate governance event regarding the company's listing status 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 compliance with Nasdaq Listing Rule 5450(a)(1), which requires a minimum closing bid price of $1.00 per share.
Material Changes and Events
- Delisting Determination: On December 23, 2025, the company received a formal delisting determination letter from Nasdaq because it failed to regain compliance with the Minimum Bid Price Requirement by the December 22, 2025 deadline.
- Compliance History: The company initially received a notice of non-compliance on June 24, 2025, and was granted a 180-day compliance period which expired without success.
- Extension Ineligibility: The company was deemed ineligible for an additional 180-day extension because it did not meet the requirements for a transfer to The Nasdaq Capital Market.
Outlook, Management Commentary, and Risks
- Appeal Process: Management intends to request a hearing before a Nasdaq Hearings Panel by December 30, 2025. This request will automatically stay any suspension or delisting action pending the hearing outcome.
- Proposed Remedy: To regain compliance, the company plans to propose a reverse stock split to shareholders. A special meeting is scheduled for February 4, 2026, to vote on a reverse split ratio ranging from 1:2 to 1:15.
- Risks and Contingencies:
- There is no assurance the company will regain compliance or successfully implement a reverse stock split.
- Delisting could reduce liquidity, impair the ability to raise capital, trigger defaults under existing agreements, and cause a material decline in stock price.
Investor Verification Checklist
- Verify the outcome of the Nasdaq Hearings Panel request to be filed by December 30, 2025.
- Monitor the February 4, 2026, special meeting of stockholders for the approval of the reverse stock split.
- Review the specific reverse split ratio (1:2 to 1:15) once determined by the Board of Directors.
- Assess potential impacts on existing debt covenants and liquidity if delisting occurs.