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Nasdaq warns Actuate Therapeutics (ACTU) on $50M MVLS listing rule

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Actuate Therapeutics, Inc. disclosed that Nasdaq’s listing qualifications staff notified it that from June 1, 2026 to July 14, 2026 its Market Value of Listed Securities (MVLS) was below the $50 million minimum required for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A). The notice has no immediate effect, and the common stock continues to trade under the symbol ACTU.

Under Nasdaq Listing Rule 5810(c)(3)(C), Actuate has 180 calendar days from the July 15, 2026 notice, through January 11, 2027, to regain compliance by having MVLS close at $50 million or more for at least ten consecutive business days. If it does not regain compliance, Nasdaq may initiate delisting, which the company could appeal, or it may consider transferring to the Nasdaq Capital Market. Actuate states it will actively monitor MVLS and take reasonable measures to meet the MVLS requirement, while noting there is no assurance it will regain or maintain compliance.

Positive

  • None.

Negative

  • Nasdaq MVLS deficiency and delisting risk: Nasdaq notified the company its Market Value of Listed Securities was below the $50 million minimum from June 1 to July 14, 2026, triggering a 180-day cure period that could lead to delisting if compliance is not regained.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
MVLS minimum $50 million Minimum Market Value of Listed Securities required under Nasdaq Listing Rule 5450(b)(2)(A)
Noncompliance period June 1, 2026 to July 14, 2026 Period during which MVLS was below the $50 million minimum
Compliance period 180 calendar days Time from the July 15, 2026 notice through January 11, 2027 to regain MVLS compliance
Compliance Date January 11, 2027 Deadline to regain compliance with the MVLS Requirement
Required consecutive trading days 10 business days MVLS must close at $50 million or more for at least ten consecutive business days
Market Value of Listed Securities regulatory
"the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum"
The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.
Nasdaq Global Market regulatory
"required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule"
The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.
Nasdaq Capital Market regulatory
"consider applying for transfer to The Nasdaq Capital Market (the “Capital Market”)."
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Nasdaq Listing Rule 5450(b)(2)(A) regulatory
"required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A)"
Compliance Date regulatory
"from the date of the Notice, or through January 11, 2027 (the “Compliance Date”)"
The compliance date is the specific day by which a company must meet a legal, regulatory, contractual or stock-exchange requirement. Think of it like a deadline to pass an inspection or satisfy a contract term: if the company meets the deadline, normal operations continue; if it misses it, investors may face fines, changed contract terms, delisting, or other financial consequences. Investors watch these dates because they can trigger material changes in risk, cash flow, or share liquidity.

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FAQ

What Nasdaq notice did Actuate Therapeutics (ACTU) receive in July 2026?
Actuate Therapeutics received a Nasdaq notice that its Market Value of Listed Securities was below the $50 million minimum for continued Nasdaq Global Market listing, based on trading between June 1 and July 14, 2026, under Nasdaq Listing Rule 5450(b)(2)(A).

What is the $50 million MVLS requirement affecting Actuate Therapeutics (ACTU)?
Nasdaq Listing Rule 5450(b)(2)(A) requires Actuate to maintain a Market Value of Listed Securities of at least $50 million to remain on the Nasdaq Global Market. Falling below this threshold triggered the current listing deficiency notice from Nasdaq staff.

How long does Actuate Therapeutics (ACTU) have to regain Nasdaq MVLS compliance?
Actuate has 180 calendar days from the July 15, 2026 notice, through January 11, 2027, to regain compliance. It must achieve at least ten consecutive business days with MVLS closing at or above $50 million during this period.

What happens if Actuate Therapeutics (ACTU) cannot meet the MVLS requirement by January 11, 2027?
If Actuate does not regain MVLS compliance by January 11, 2027, Nasdaq may notify the company that its securities are subject to delisting. Actuate could appeal that determination and may also consider applying to transfer its listing to the Nasdaq Capital Market.

Does the Nasdaq MVLS notice immediately affect trading in Actuate Therapeutics (ACTU) shares?
The notice has no immediate effect on trading. Actuate’s common stock continues to trade on the Nasdaq Global Market under the symbol ACTU while the company works within the 180-day compliance period to address the MVLS deficiency.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

  

FORM 8-K

  

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): July 15, 2026

 

 

 

Actuate Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware 001-42139 47-3044785

(State or Other Jurisdiction

of Incorporation)

 (Commission
File Number)		 (IRS Employer
Identification No.)

 

1751 River Run, Suite 400
Fort Worth, Texas

 

76107
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (817) 887-8455

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Title of each class

   Trading
Symbol(s)		   Name of each exchange
on which registered
Common Stock, par value $0.000001 per share   ACTU   The Nasdaq Stock Market LLC
         

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

   

 

 

Item 3.01Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.

 

On July 15, 2026, Actuate Therapeutics, Inc. (the “Company”) received a letter (the “Notice”) from the listing qualifications department staff (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that that from June 1, 2026 to July 14, 2026, the Company’s Market Value of Listed Securities (“MVLS”) was below the minimum of $50 million required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”).

 

The Notice has no immediate effect on the listing of the Company’s common stock, and the Company’s common stock continues to trade on the Nasdaq Global Market under the symbol “ACTU.”

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days from the date of the Notice, or through January 11, 2027 (the “Compliance Date”), to regain compliance with respect to the MVLS Requirement. The Notice states that if the Company’s MVLS closed at $50 million or more for a minimum of ten consecutive business days during the compliance period ending on the Compliance Date, the Staff will provide written confirmation of compliance.

 

If the Company does not regain compliance by the Compliance Date, Nasdaq will provide written notice to the Company that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination. However, there can be no assurance that, if the Company receives a delisting notice from the Staff and appeals the delisting determination, such appeal would be successful. Alternatively, the Company would consider applying for transfer to The Nasdaq Capital Market (the “Capital Market”).

 

The Company intends to actively monitor the Company’s MVLS between now and the Compliance Date and will take all reasonable measures available to the Company to regain compliance with the MVLS Requirement. While the Company is exercising diligent efforts to maintain the listing of its common stock on Nasdaq, there can be no assurance that the Company will be able to regain or maintain compliance with the applicable continued listing standards set forth in the Nasdaq Listing Rules.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the Company’s ability to regain compliance with the MVLS Requirement; the Company’s intent to monitor its MVLS and take all reasonable measures available to the Company for continued listing on The Nasdaq Global Market; and the Company’s success in appealing any delisting determination, if necessary.

 

In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or the negative of these terms or other comparable terminology are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements involve known and unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement, including, but not limited to, the Company’s ability to regain compliance with the MVLS Requirement; and the other important factors outlined under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 26, 2026, as such factors may be updated from time to time in its other filings with the SEC, which are available on the SEC's website at www.sec.gov. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this Current Report on Form 8-K to reflect changes since the date of this Current Report on Form 8-K, except as may be required by law.

 

 

 

 2 

 

 

SIGNATURES

  

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Actuate Therapeutics, Inc.
   
Date: July 17, 2026 By: /s/ Daniel M. Schmitt
    Name: Daniel M. Schmitt
  Title: President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

Source: View Original Filing on SEC EDGAR

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