Nasdaq Delisting Process: Notices, Cure Periods, Appeals

The Nasdaq delisting process is a staged procedure in Rules 5810 and 5815: a Nasdaq staff deficiency notice, a cure or compliance period or a compliance plan, a Staff Delisting Determination if the problem is not fixed, a hearing before an independent panel, and finally suspension and removal of the listing. It affects retail holders of micro-caps because delisting usually pushes a stock to the OTC markets with less liquidity and less disclosure.

This article describes the Nasdaq Stock Market’s rules as shown in the rulebook in mid-2026, updated for SEC rule filings through October 2026. The NYSE American has a separate process in its Company Guide that is not covered here.

Step 1: the deficiency notice

When the Listing Qualifications Department finds a company does not meet a Rule 5000 series standard, it notifies the company. Rule 5810 sorts these into four kinds of notification:

1. Staff Delisting Determinations, which unless appealed lead to immediate suspension and delisting.
2. Deficiencies where the company may submit a plan of compliance for staff review.
3. Deficiencies with an automatic cure or compliance period.
4. Public Reprimand Letters, which Rule 5810(c)(4) ties to corporate governance or notification violations where Staff decides delisting is too severe. They are not available for unresolved late-filing or annual-meeting deficiencies.

The notice sets out the facts, the standard failed, and the deadline. The company must announce the notice publicly, by Form 8-K where required or a press release, as promptly as possible and no more than four business days after receipt (Rule 5810(b); the 8-K item is Item 3.01). For late periodic reports (Rule 5250(c)(1) or (2)) a press release is required in addition to any 8-K.

Step 2: which clock applies

Automatic compliance periods, Rule 5810(c)(3):

Deficiency	When it is declared	Compliance period
Bid price below $1 (5810(c)(3)(A))	30 consecutive business days	180 calendar days; Capital Market companies may get a second 180 days
Market Value of Listed Securities (5810(c)(3)(C)) and Market Value of Publicly Held Shares (5810(c)(3)(D))	30 consecutive business days	180 calendar days
Market Makers (5810(c)(3)(B))	10 consecutive business days	30 calendar days

For each, compliance means meeting the standard for a minimum of 10 consecutive business days, although Staff may require a longer period, generally no more than 20 consecutive business days, looking at margin, volume, market maker quotes and price trend (Rule 5810(c)(3)(H)).

For the second bid price period on the Capital Market, the company must on day 180 meet the market value of publicly held shares requirement and all other initial listing standards except bid price, and notify Nasdaq of its intent to cure (Rule 5810(c)(3)(A)(ii)).

Plan-review deficiencies, Rule 5810(c)(2): shortfalls against stockholders’ equity (5550(b)(1)), net income (5550(b)(3)), public holders (5550(a)(3)) and publicly held shares (5550(a)(4)) have no built-in cure period. The company generally has 45 calendar days to submit a plan, and Staff can grant an extension up to 180 calendar days from the date of the initial notice. Late 10-K or 10-Q filings get 60 calendar days to submit a plan, and staff exceptions can run up to 180 calendar days from the due date of the first late report.

Step 3: no cure period at all

Some failures go straight to a Staff Delisting Determination under Rule 5810(c)(1) or (c)(3)(A):

• Closing bid of $0.10 or less for ten consecutive business days (Rule 5810(c)(3)(A)(iii)). Amended in a filing approved December 5, 2025, with an operative date of January 19, 2026. A hearing request does not stay suspension for this one (Rule 5815(a)(1)(B)(ii)e).
• Excessive reverse splits (Rule 5810(c)(3)(A)(iv)): if the bid price fails and the company has effected a reverse split over the prior one-year period, or reverse splits over the prior two years with a cumulative ratio of 250 shares or more to one, it gets no compliance period. The 250-to-1 test dates from SR-NASDAQ-2020-001 (approved April 2020). The one-year test was added by SR-NASDAQ-2024-045, approved January 17, 2025, and applies even if the company was compliant when it split. A hearing request ordinarily still stays suspension in this case. See reverse stock split.
• Failing the second 180-day bid price period: a hearing request does not stay suspension in that case either (Rule 5815(a)(1)(B)(ii)d). SR-NASDAQ-2024-045 added this so that a Capital Market company cannot keep trading on Nasdaq beyond the two 180-day periods (360 days) while it appeals; before the change, a panel exception could extend that to as long as 540 days.
• Public interest concerns raised under Nasdaq’s discretionary authority (Rule 5100 series).

A fix that backfires also counts: Rule 5810(c)(3)(A) says a company has not regained bid price compliance if the action it took pushes it below another listing threshold. For more on splits and what they do to share counts, see stock dilution.

The $5 million MVLS floor (Rules 5450(a)(3) and 5550(a)(6), SR-NASDAQ-2026-004) would add an immediate Staff Delisting Determination after 30 consecutive business days below $5 million, with no compliance period and no hearing stay. It is subject to a stay. The SEC’s staff approved it under delegated authority on July 22, 2026; on July 29, 2026 it was stayed under SEC Rule of Practice 431(e) after notices of intention to petition were filed, and on September 11, 2026 the Commission granted review and continued the stay. Nasdaq’s SR-NASDAQ-2026-081 says the 30-day count would start only on the business day after the stay ends. As of this article, the rule is not operative.

Step 4: the hearing

A company has seven calendar days from the Staff Delisting Determination to request a hearing in writing and pay the non-refundable $20,000 fee (Rule 5815(a)(1)(A), (a)(3)). Missing the deadline waives the right; Nasdaq then suspends trading and starts delisting. Hearings are scheduled, where practicable, within 45 days.

A timely request ordinarily stays the suspension until a written decision, with exceptions (Rule 5815(a)(1)(B)). For late periodic reports the stay lasts only 15 calendar days from the hearing-request deadline unless the panel grants more. The panel may then:

• Grant an exception for up to 180 days from the date of the Staff Delisting Determination (Rule 5815(c)(1)(A)).
• For a late periodic report, grant up to 360 days from the due date of the first late report (Rule 5815(c)(1)(F)).
• Suspend and delist, issue a Public Reprimand Letter, or find the company in compliance.

After a company regains compliance through a Panel exception for stockholders’ equity, late periodic reports, or a bid price failure that had no compliance period under 5810(c)(3)(A)(iii) or (iv), the Panel must impose a one-year Mandatory Panel Monitor (Rule 5815(d)(4)(B)). If the same deficiency recurs within that year, Staff issues a Staff Delisting Determination with no plan or compliance period; the company can still request a new hearing.

Further appeals to the Nasdaq Listing and Hearing Review Council and the Board are described in Rules 5820 and 5825.

Step 5: suspension and Form 25

If the delisting stands, Nasdaq suspends trading and files a Form 25 with the SEC. Under Exchange Act Rule 12d2-2(d), the delisting from the exchange is effective 10 days after Form 25 is filed; withdrawal of the registration under Section 12(b) is effective 90 days after filing, or sooner if the SEC decides.

What to check in the filings

• Form 8-K Item 3.01 for every notice: date received, the rule failed, and the company’s response. Search EDGAR full-text for “Item 3.01” and the company name.
• The company’s press release attached to that 8-K, which must include each specific basis and concern Nasdaq identified.
• Later 8-Ks announcing regained compliance or a Panel decision.
• DEF 14A or DEF 14C: reverse split proposals often follow bid price notices. Compare the ratio to the 250-to-1 test.
• Form 25 on EDGAR (filed by the exchange): this marks the actual delisting.
• Form 15 or new OTC quote notices after delisting.

Red flags vs normal

A single deficiency with a stated cure date and a plan is a routine notice under the rulebook. Items that shorten the road: a bid at or near $0.10, a prior reverse split inside the lookback windows, a notice for a late 10-K with a second one following, or a stay denial. Each of these changes the clock, so check the dates in the 8-K against the rule table above.