Nasdaq warns Barfresh Food Group (NASDAQ: BRFH) over $35M listing rule
Rhea-AI Filing Summary
Barfresh Food Group Inc. disclosed that on August 3, 2026 it received a Nasdaq notice that its market value of listed securities had closed below the $35,000,000 threshold required for continued listing on the Nasdaq Capital Market for 30 consecutive business days under Listing Rule 5550(b)(2). The company also does not currently meet alternative continued listing standards based on minimum stockholders’ equity or net income.
Barfresh has until February 1, 2027 to regain compliance by having its market value of listed securities at or above $35 million for at least ten consecutive business days, or by qualifying under one of the Alternative Standards, subject to Nasdaq’s discretion. Its common stock remains listed and traded on Nasdaq during this period, assuming compliance with other continued listing requirements, and any delisting determination could be appealed.
Separately, Chief Financial Officer Lisa Roger notified Barfresh on August 4, 2026 that she plans to retire no later than December 31, 2026, with transition details being developed. The Nasdaq notice does not affect Barfresh’s business operations or its reporting obligations with the SEC.
Positive
- None.
Negative
- Nasdaq listing deficiency for MVLS below $35,000,000 creates a risk that Barfresh’s shares could be delisted after February 1, 2027 if compliance is not regained or an appeal is unsuccessful.
- Planned retirement of the Chief Financial Officer by December 31, 2026 introduces leadership transition risk while the company is addressing Nasdaq continued listing requirements.
8-K Event Classification
2 items: 3.01, 5.02
2 items
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.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
MVLS Threshold: $35,000,000
Deficiency Period: 30 consecutive business days
Compliance Deadline: February 1, 2027
+2 more
5 metrics
MVLS Threshold
$35,000,000
Market value of listed securities required for continued listing under Nasdaq Listing Rule 5550(b)(2)
Deficiency Period
30 consecutive business days
Period during which Barfresh’s market value of listed securities stayed below the $35,000,000 threshold
Compliance Deadline
February 1, 2027
End of the MVLS Compliance Period for regaining Nasdaq continued listing compliance
MVLS Recovery Requirement
10 consecutive business days
Minimum period Barfresh’s MVLS must be at or above $35 million to regain compliance
Planned CFO Retirement Date
December 31, 2026
Latest date by which Chief Financial Officer Lisa Roger plans to retire
Key Terms
market value of listed securities, Nasdaq Capital Market, continued listing requirements, Alternative Standards
4 terms
market value of listed securities financial
"the Company’s market value of listed securities (“MVLS”) closed below the $35,000,000"
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 Capital Market financial
"threshold required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2)"
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.
continued listing requirements regulatory
"subject to the Company’s compliance with the other continued listing requirements"
Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.
Alternative Standards regulatory
"the Company does not meet the alternative continued listing standards under Nasdaq Listing Rules 5550(b)(1) and 5550(b)(3)"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What Nasdaq deficiency notice did Barfresh Food Group (BRFH) receive?
Barfresh received a Nasdaq notice that its market value of listed securities had stayed below the $35,000,000 threshold for 30 consecutive business days, failing Nasdaq Capital Market continued listing requirements under Listing Rule 5550(b)(2) and related alternative standards.
How long does BRFH have to regain compliance with Nasdaq rules?
Barfresh has until February 1, 2027 to regain compliance. It must achieve a market value of listed securities at or above $35 million for at least ten consecutive business days or qualify under alternative equity or net income standards.
What happens if Barfresh Food Group (BRFH) does not regain Nasdaq compliance?
If Barfresh does not regain compliance by February 1, 2027, Nasdaq staff will notify the company that its securities are subject to delisting. Barfresh would then have the opportunity to appeal that determination to a Nasdaq hearings panel.
Does the Nasdaq notice immediately affect BRFH stock trading?
The notice has no immediate impact on trading. Barfresh’s common stock will continue to be listed and traded on the Nasdaq Capital Market while it works to regain compliance, provided it meets all other continued listing requirements.
What leadership change did Barfresh Food Group (BRFH) report?
Chief Financial Officer Lisa Roger informed Barfresh on August 4, 2026 that she plans to retire no later than December 31, 2026. She and the company are developing a transition plan for her responsibilities.
Does the Nasdaq notice change BRFH’s SEC reporting or operations?
Barfresh stated that receiving the Nasdaq notice does not affect its business operations or reporting requirements with the SEC. The issue relates solely to Nasdaq’s continued listing standards and potential future delisting risk.