Gauzy Ltd. Announces Receipt of Nasdaq Notice Regarding Board Composition Requirements
Rhea-AI Summary
Gauzy (NASDAQ: GAUZ) received a Nasdaq notice that it is not in compliance with listing rules because recent board resignations left the board composed solely of non-independent directors. The Company has 45 calendar days, until March 20, 2026, to appoint independent directors or submit a compliance plan; Nasdaq may grant up to 180 days if a plan is accepted. The Company’s ordinary shares will continue to trade uninterrupted on Nasdaq while it seeks qualified independent director candidates, but there is no assurance it will regain compliance.
Positive
- Ordinary shares continue to trade uninterrupted on Nasdaq
- Company has a clear 45-day cure period until March 20, 2026
- Nasdaq may grant up to 180 additional days if a compliance plan is accepted
- Company actively identifying qualified independent director candidates
Negative
- Board currently comprises only non-independent directors after resignations
- Company does not meet Nasdaq Listing Rules 5605(b)(1), 5605(c)(2), 5605(d)(2)
- Risk of delisting if Nasdaq rejects the Company’s compliance plan
- No assurance an appeal to the Nasdaq hearings panel would succeed
News Market Reaction
On the day this news was published, GAUZ gained 0.15%, reflecting a mild positive market reaction. Argus tracked a trough of -20.7% from its starting point during tracking. Our momentum scanner triggered 2 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $25K to the company's valuation, bringing the market cap to $17M at that time.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
GAUZ fell 9.07% while close peers in Electronic Components showed mixed moves, with some like LINK up and others such as NEON, RELL, and WBX down. Momentum scanner only flagged HOLO moving up, reinforcing that GAUZ’s drop appears stock-specific rather than sector-wide.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Jan 26 | Management and financing | Neutral | +59.6% | CFO and director resignations plus proposed $50M equity line of credit. |
| Dec 02 | Financing and board | Neutral | +1.8% | Raised $12M in private financings and updated board composition details. |
| Nov 19 | Partnership update | Positive | -14.4% | Announced Smart-Vision integrations with Renault Trucks and Ford at Solutrans 2025. |
| Nov 14 | Earnings delay | Negative | -33.6% | Rescheduled Q3 2025 earnings following French insolvency proceedings for subsidiaries. |
| Nov 06 | Earnings date set | Neutral | -6.7% | Announced timing and access details for Q3 2025 earnings release and call. |
Recent GAUZ news has often led to sharp, sometimes negative moves, especially around financing stress and governance or insolvency developments.
Over the last few months, Gauzy has faced multiple governance and financial stress events. On Nov 14, 2025, French insolvency proceedings and an earnings delay coincided with a -33.58% move. A partnership announcement on Nov 19, 2025 saw a -14.41% reaction despite positive content. More recently, management and board changes with a proposed $50 million equity line on Jan 26, 2026 were followed by a 59.63% move. Today’s Nasdaq non-compliance notice continues this governance strain theme.
Regulatory & Risk Context
Gauzy has an active Form F-3 shelf registration filed on 2025-07-03, expiring on 2028-07-03. The shelf is currently noted as not effective and has 0 recorded usages in the provided data, so there is no confirmed takedown activity here. The Nasdaq non-compliance notice relates to board independence and committee composition rather than capital raising under this shelf.
Market Pulse Summary
This announcement highlights that Gauzy currently fails Nasdaq requirements for independent directors on its board, audit committee, and compensation committee, following recent resignations. The company has 45 days, until March 20, 2026, to regain compliance or submit an acceptable plan, with a possible 180-day extension. Investors may focus on progress in appointing independent directors, the outcome of any Nasdaq review, and how this interacts with recent leadership changes and liquidity initiatives.
Key Terms
Nasdaq Listing Rules 5605(b)(1) regulatory
deficiency notification regulatory
delisting regulatory
AI-generated analysis. Not financial advice.
TEL AVIV, Israel, Feb. 06, 2026 (GLOBE NEWSWIRE) -- Gauzy Ltd. (NASDAQ: GAUZ) (“Gauzy” or the “Company”), a global leader in vision and light control technologies, today announced that it has received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq’s continued listing requirements related to board and committee independence. This press release is issued pursuant to Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification. The notification has no immediate effect on the listing of the Company’s ordinary shares, which will continue to trade uninterrupted on Nasdaq under the ticker “GAUZ.”
The notice was issued following the recent resignations of two members of the Company’s Board of Directors, which resulted in the Board being comprised solely of non-independent directors. As a result, the Company does not currently meet the continued listing requirements under Nasdaq Listing Rules 5605(b)(1), 5605(c)(2), and 5605(d)(2), which relate to the composition of the Board of Directors and the audit and compensation committees.
Under Nasdaq rules, Gauzy has 45 calendar days, until March 20, 2026, to either appoint sufficient candidates to its Board of Directors to meet the Nasdaq listing requirements or to submit to Nasdaq a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq may grant an extension of up to 180 calendar days from the date of the notice for the Company to evidence compliance. If Nasdaq fails to accept a compliance plan presented by the Company, the Company will receive written notification that its securities are subject to delisting, and it would have the right to a hearing before an independent panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process. However, there can be no assurance, if the Company does appeal the determination by Nasdaq to the hearings panel, that such appeal would be successful.
The Company is actively engaged in the process of identifying and evaluating qualified independent director candidates and remains committed to maintaining strong corporate governance practices. However, there can be no assurances that the Company would ultimately be able to regain compliance with all applicable requirements for continued listing on Nasdaq in the applicable time period.
About Gauzy
Gauzy Ltd. is a fully-integrated light and vision control company, focused on the research, development, manufacturing, and marketing of vision and light control technologies that are developed to support safe, sustainable, comfortable, and agile user experiences across various industries. Headquartered in Tel Aviv, Israel, the company has additional subsidiaries and entities based in Germany, France, the United States, Canada, China, Singapore, and the United Arab Emirates. Gauzy serves leading brands across aeronautics, automotive, and architecture in over 60 countries through direct fulfillment and a certified and trained distribution channel.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, statements regarding Gauzy’s strategic and business plans, technology, relationships, objectives and expectations for its business, growth, the impact of trends on and interest in its business, intellectual property, products and its future results, operations and financial performance and condition and may be identified by the use of words such as “may,” “seek,” “will,” “consider,” “likely,” “assume,” “estimate,” “expect,” “anticipate,” “intend,” “believe,” “do not believe,” “aim,” “predict,” “plan,” “project,” “continue,” “potential,” “guidance,” “objective,” “outlook,” “trends,” “future,” “could,” “would,” “should,” “target,” “on track” or their negatives or variations, and similar terminology and words of similar import, generally involve future or forward-looking statements. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements reflect Gauzy’s current views, plans, or expectations with respect to future events and financial performance. They are inherently subject to significant business, economic, competitive, and other risks, uncertainties, and contingencies. Forward-looking statements are based on Gauzy’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict including, without limitation, the following: Gauzy’s ability to meet stock exchange continued listing standards and remain listed on Nasdaq; Gauzy’s ability to secure funding in order to maintain and support its operations; the outcome of the insolvency proceedings commenced in France and the overall impact they may have on the Company’s operations and financial condition; Gauzy invests significant effort and capital seeking validation of its light and vision control products with OEMs and Tier 1 suppliers, mainly in the aeronautics and automobile markets, and there can be no assurance that it will win production models, which could adversely affect its future business, results of operations and financial condition; failure to make competitive technological advances will put Gauzy at a disadvantage and may lead to a negative operational and financial outcome; Gauzy being an early growth-stage company with a history of losses and its anticipation that it expects to continue to incur significant losses for the foreseeable future; its operating results and financial condition have fluctuated in the past and may fluctuate in the future; it is exposed to high repair and replacement costs; it may not be able to accurately estimate the future supply and demand for its light and vision control products, which could result in a variety of inefficiencies in its business and hinder its ability to generate revenue; if it fails to accurately predict its manufacturing requirements, it could incur additional costs or experience delays; the estimates and forecasts of market opportunity and market growth it provides may prove to be inaccurate, and it cannot assure that its business will grow at similar rates, or at all; it may be unable to adequately control the capital expenditures and costs associated with its business and operations; it may need to raise additional capital before it can expect to become profitable from sales of its light and vision control products, which such additional capital may not be available on acceptable terms, or at all, and failure to obtain this necessary capital when needed may force it to delay, limit or terminate its product development efforts or other operations; shortages in supply, price increases or deviations in the quality of the raw materials used to manufacture its products could adversely affect its sales and operating results; its business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by the ongoing conflict between Russia and Ukraine; it is subject to, and must remain in compliance with, numerous laws and governmental regulations across various countries concerning the manufacturing, use, distribution and sale of its light and vision control products, and some of its customers also require that it complies with other unique requirements relating to these matters; if it is unable to obtain, maintain and protect effective intellectual property rights for its products throughout the world, it may not be able to compete effectively in the markets in which it operates; the market price of its ordinary shares may be volatile or may decline steeply or suddenly regardless of its operating performance, and it may not be able to meet investor or analyst expectations; its indebtedness could adversely affect its ability to raise additional capital to fund operations, limit its ability to react to changes in the economy or its industry and prevent it from meeting its financial obligations; it has limited operating experience as a publicly traded company in the United States; conditions in Israel could materially and adversely affect its business; and any other risks and uncertainties, including, but not limited to, the risks and uncertainties in the Company’s reports filed from time to time with the SEC, including, but not limited to, the risks detailed in the Company’s Annual Report on Form 20-F filed with the SEC on March 11, 2025. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. The inclusion of forward-looking statements in this or any other communication should not be considered as a representation by Gauzy or any other person that current plans or expectations will be achieved. Forward-looking statements speak only as of the date on which they are made, and Gauzy undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as otherwise required by law.
Contacts
Media:
Amanda Yevdaev
Gauzy Ltd.
press@gauzy.com
FAQ
What did Gauzy (GAUZ) say about the Nasdaq notice received on February 6, 2026?
How long does Gauzy (GAUZ) have to regain Nasdaq compliance after the February 6, 2026 notice?
Will Gauzy (GAUZ) be delisted immediately after the Nasdaq notice on February 6, 2026?
What options does Gauzy (GAUZ) have to address Nasdaq’s board composition deficiency?
How does the Nasdaq notice affect Gauzy’s (GAUZ) corporate governance outlook?
