Microcap Ledger What happens after a Nasdaq deficiency notice? 4,720 microcap notices, 2021–2026
We tracked 4,720 Item 3.01 notices filed by Nasdaq and NYSE American microcaps. A year after a new notice, 37% had regained compliance and 24% had been delisted. The median stock trailed IWM by 65% over 250 sessions.
- Study period
- Form 8-K Item 3.01 notices filed 5 January 2021 to 12 October 2026; prices through the 12 October 2026 close
- Sample
- 4,720 notices from 1,255 companies (2,722 new notice episodes)
The short version
- A year after a new notice, 36.9% of companies had filed an 8-K saying they regained compliance (21.3% without a reverse split, 15.6% after one). 23.9% had been delisted, 5.2% had merged or been acquired and 16.0% were still unresolved (2,366 episodes at least 360 days old).
- Bid price notices were the most common (2,319 of 4,720) and the most curable: 48.8% regained compliance within 360 days. 57% of those companies did a reverse split within the year.
- The median time from a new notice to an 8-K reporting regained compliance was 175 days. For bid price notices it was 183 days, just past the first 180-day compliance period.
- The median stock trailed IWM by 1.7% on the first session, 23.6% after 60 sessions and 65.1% after 250 sessions. 82.0% were behind IWM after 250 sessions.
- Stockholders' equity notices had the weakest returns: a median of -78.4% against IWM after 250 sessions. Late-filing notices had the highest delisting share among the main types after 180 days (18%) and the most cases still open after a year (35%).
A Nasdaq deficiency notice is usually not the end of a listing, but it is often the start of a long slide. We read 4,720 Form 8-K Item 3.01 notices filed by Nasdaq and NYSE American microcaps between January 2021 and October 2026. A year after a new notice, 37% of companies had reported regaining compliance, 24% had been delisted and the rest were still working through it or had been acquired. Over the following 250 sessions the median stock trailed the Russell 2000 ETF (IWM) by 65%.
This study measures what happened after notices. It does not test whether the notice caused it. Companies get notices because their share price, equity or filings are already in trouble, and those problems also drive the returns.
What the notices were about
Item 3.01 notices by deficiency type
Chart data
| Notices | |
|---|---|
| Bid price under $1 | 2319 |
| Stockholders' equity | 658 |
| Market value of listed securities | 356 |
| Late filing | 728 |
| Governance | 385 |
| Other | 139 |
| Unclassified | 135 |
Almost half the notices (2,319) were about a bid price below $1. Late periodic reports (728), stockholders’ equity (658), governance and annual-meeting rules (385) and market value of listed securities (356) made up most of the rest. The process behind each type is set out in our Nasdaq delisting process explainer. This piece looks at what the filings show afterwards.
Notices by year
Chart data
| Notices | |
|---|---|
| 2021 | 208 |
| 2022 | 740 |
| 2023 | 1223 |
| 2024 | 1193 |
| 2025 | 848 |
| 2026 | 508 |
Notices peaked in 2023 and 2024, with about 1,200 a year in our sample. A company can file several Item 3.01 reports for one problem (the first notice, an extension, a delisting determination, a hearing result). For outcomes we use new episodes: a company’s first notice of a given type in 365 days. There were 2,722 of them.
Outcomes after 180 and 360 days
At 180 days, many episodes were still open. 24% had an 8-K reporting regained compliance, 15% had been delisted and 43% had no resolution yet (2,524 episodes).
By 360 days the picture had largely settled.
| Status 360 days after a new notice (2,366 episodes) | Share |
|---|---|
| Regained compliance, no reverse split | 21.3% |
| Regained compliance after a reverse split | 15.6% |
| Reverse split, but no 8-K reporting regained compliance found | 16.4% |
| Moved to the Nasdaq Capital Market, still pending | 1.7% |
| Still pending | 16.0% |
| Delisted | 23.9% |
| Merged or acquired | 5.2% |
Status 360 days after a new notice
Chart data
| Regained compliance | Regained after reverse split | Reverse split, no regain notice found | Moved to Capital Market, still pending | Still pending | Delisted | Merged or acquired | |
|---|---|---|---|---|---|---|---|
| Bid price under $1 (n=1100) | 22.6% | 26.2% | 21.2% | 0.8% | 7.5% | 16.2% | 5.5% |
| Stockholders' equity (n=333) | 28.8% | 15.0% | 10.8% | 2.7% | 14.7% | 24.0% | 3.9% |
| Market value of listed securities (n=174) | 24.1% | 4.0% | 12.6% | 4.6% | 14.4% | 35.1% | 5.2% |
| Late filing (n=289) | 17.0% | 1.4% | 12.1% | 1.4% | 35.3% | 29.1% | 3.8% |
| Governance (n=266) | 18.4% | 2.6% | 16.9% | 2.6% | 35.0% | 19.2% | 5.3% |
| Other (n=99) | 8.1% | 5.1% | 9.1% | 4.0% | 17.2% | 47.5% | 9.1% |
| All notices (n=2366) | 21.3% | 15.6% | 16.4% | 1.7% | 16.0% | 23.9% | 5.2% |
The type of notice mattered. Bid price notices had the clearest path back: 48.8% regained compliance within a year, and 57% of those companies did a reverse split inside 360 days. Market value of listed securities notices were harder to fix, with 35.1% delisted within a year. Late-filing and governance notices were the slowest to resolve, with about a third still open after 360 days.
The longer view is harsher. Of 1,167 new episodes from before 13 October 2023, 46.3% had been delisted by 12 October 2026 and another 12.1% had merged or been acquired. Some companies that regained compliance got a second notice later and then left.
How long a cure takes
Median days from notice to regained compliance
Chart data
| Median days to regain compliance | |
|---|---|
| Bid price under $1 (n=732) | 183 days |
| Stockholders' equity (n=215) | 170 days |
| Market value of listed securities (n=71) | 171 days |
| Late filing (n=86) | 109 days |
| Governance (n=86) | 124 days |
| Other (n=21) | 98.0 days |
For the 1,238 new episodes with a later 8-K reporting regained compliance, the median gap was 175 days. Bid price cures took a median of 183 days, just past the first 180-day compliance period. Late filings cleared fastest when they cleared at all (109 days), because the fix is filing the missing report.
How the stock did
Median return against IWM after a notice
Chart data
| All notices | Bid price under $1 | Stockholders' equity | Late filing | |
|---|---|---|---|---|
| +1 | −1.7% | −1.8% | −2.1% | −1.9% |
| +20 | −9.8% | −9.6% | −15.0% | −7.9% |
| +60 | −23.6% | −23.9% | −33.2% | −19.7% |
| +250 | −65.1% | −67.8% | −78.4% | −53.3% |
The first session moved little: the median stock trailed IWM by 1.7%. The gap then widened at each horizon.
| Sessions after the notice | Notices | Median vs IWM | Mean vs IWM | Share behind IWM | 10th percentile | 90th percentile |
|---|---|---|---|---|---|---|
| +1 | 4,602 | -1.7% | -2.5% | 63.3% | -12.9% | +6.2% |
| +20 | 4,565 | -9.8% | -5.6% | 68.2% | -44.0% | +28.3% |
| +60 | 4,446 | -23.6% | -12.7% | 72.9% | -71.7% | +44.6% |
| +250 | 3,996 | -65.1% | -34.1% | 82.0% | -107.5% | +37.7% |
The mean is less negative than the median because a few stocks rose many times over. By type, stockholders’ equity notices had the weakest 250-session median (-78.4%), followed by market value of listed securities (-73.3%) and bid price (-67.8%). Late-filing notices had the least negative median (-53.3%).
Returns against IWM, 250 sessions after a notice
Chart data
| Notices | |
|---|---|
| -80 or lower | 1484 |
| -80 to -60 | 674 |
| -60 to -40 | 490 |
| -40 to -20 | 342 |
| -20 to 0 | 287 |
| 0 to 20 | 216 |
| 20 to 40 | 114 |
| 40 to 60 | 76 |
| 60 to 100 | 90 |
| 100+ | 223 |
The distribution is lopsided. 1,484 of the 3,996 stocks with a full window trailed IWM by 80% or more. 223 beat it by more than 100%.
Outliers
| Company | Notice (event session) | What the filing said | Result |
|---|---|---|---|
| Quantum Computing (QUBT) | 28 Jun 2024, late filing | Form 10-Q not filed by its due date after the SEC barred its auditor, BF Borgers | +2,627% vs IWM over 250 sessions; no later 8-K reporting regained compliance found |
| Rigetti Computing (RGTI) | 18 Sep 2024, bid price | 31 business days below $1; 180 days to cure | Regained compliance (8-K, 5 Nov 2024); +2,508% vs IWM over 250 sessions |
| Nutex Health (NUTX) | 28 May 2024, bid price | Second 180-day period ended without a cure | Reverse split, then regained compliance (8-K, 25 Jul 2024); +2,095% vs IWM over 250 sessions |
| Casa Systems | 3 Apr 2024, bid price | Staff delisting determination; delisting set for 5 April | -79.3% vs IWM on the first session, the same day it reported a Chapter 11 filing (Item 1.03) |
| Bellerophon Therapeutics (BLPH) | 13 Oct 2023, bid price and public shell | Could not meet the Panel’s conditions; trading to be suspended; board approved a plan of dissolution | -72.6% vs IWM on the first session |
The two quantum computing names show how far the range runs: both were under $1 or behind on filings at the notice and rose more than 20-fold within a year. They are the exceptions. The median outcome was a large loss against the index.
What to check in the filings
- The Item 3.01 text: the rule cited, the compliance deadline and whether this is a first notice or a determination.
- Later 8-Ks for “regained compliance”, and the date, to see which clock the company beat.
- Proxy statements for a reverse split proposal after a bid price notice. See reverse stock split.
- Form 25 on EDGAR, and which class of securities it covers.
Method
- Sample: 4,720 Item 3.01 notices (1,255 companies) from Nasdaq (4,471) and NYSE American (249) companies with a market value under $300M at the close before the event. Median market value $14.2M.
- Types: keyword rules on the Item 3.01 text, using rule numbers and standard phrases. 2.9% matched no rule.
- Excluded: 622 notices from the NYSE, 233 from SPACs, 5 from Onfolio Holdings (ONFO), which owns Microcap Ledger, and notices without a share count or a price history.
- Outcomes: later 8-Ks reporting regained compliance for the same deficiency type; reverse splits from split-adjusted versus unadjusted prices; Form 25 filings for the common stock, with rule 12d2-2(a) provisions counted as mergers; the end of exchange trading.
- Returns: from the close before the event session, against IWM, using split-adjusted closes. 117 notices with no trading after the event, and 8 windows with a one-day move that looks like a data error, are excluded from returns. Delisted names are kept and carried at later prints or their last close. Measured only on stocks still trading, the 250-session median was -68.0%.
- Limits: a company can regain compliance and say so only in a press release, which this method would miss. That is one reason the “reverse split, no 8-K reporting regained compliance found” group is large. Foreign private issuers report on Form 6-K and are not in the sample.
Prices are previous-close data from Alpaca Markets (SIP), through 12 October 2026. Facts as of 13 October 2026.
How we did it
Form 8-K filings reporting Item 3.01, found with SEC EDGAR full-text search and read in full. Each notice was sorted into a deficiency type by keyword rules on the Item 3.01 text (rule numbers and phrases such as 'minimum bid price' or '5250(c)(1)'); 2.9% matched no rule and are reported as unclassified. Kept: Nasdaq or NYSE American companies, a market value under $300M at the close before the notice (cover-page shares outstanding times that close), US domestic 8-K filers. SPACs (SIC 6770 or Rule IM-5101-2 notices) and Onfolio Holdings (ONFO), which owns Microcap Ledger, are excluded. A new episode is a company's first notice of a given type in 365 days. Outcomes come from later filings: an 8-K saying the company regained compliance for that deficiency, a reverse split (from split-adjusted versus unadjusted prices), an approved move to the Nasdaq Capital Market, or a Form 25 removing the common stock (the class is read from the Form 25), split by its rule provision into delistings and mergers. Returns run from the close before the event session (the first session at or after the filing's acceptance time; after 4pm ET means the next session) and are compared with IWM. Prices are Alpaca SIP daily closes, split-adjusted. Stocks that left the exchange stay in the sample: their returns continue on later prints where the data has them, otherwise they are held at their last close.
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Sources
- SEC EDGAR full-text search: Form 8-K filings mentioning Item 3.01
- SEC EDGAR submissions and XBRL APIs (filing histories, Form 25 filings, cover-page shares outstanding)
- Alpaca Markets (SIP): daily bars, split-adjusted and unadjusted, previous-close data
- Nasdaq Listing Rules 5800 series (Rule 5810, compliance periods)
- SEC Form 8-K, Item 3.01 · 8-K
- 17 CFR 240.12d2-2 (Form 25 and delisting)
- Quantum Computing Inc. 8-K: Nasdaq notice for a late Form 10-Q · 8-K · filed 2024-06-27
- Rigetti Computing 8-K: Nasdaq bid price notice · 8-K · filed 2024-09-17
- Rigetti Computing 8-K: regained compliance with the bid price rule · 8-K · filed 2024-11-05
- Nutex Health 8-K: Nasdaq bid price determination after the second compliance period · 8-K · filed 2024-05-24
- Nutex Health 8-K: regained bid price compliance · 8-K · filed 2024-07-25
- Casa Systems 8-K: Nasdaq delisting determination (bid price) · 8-K · filed 2024-04-02
- Casa Systems 8-K: Chapter 11 filing (Item 1.03) · 8-K · filed 2024-04-03
- Bellerophon Therapeutics 8-K: Nasdaq delisting and plan of dissolution · 8-K · filed 2023-10-13