Clearside faces Nasdaq MVLS and bid-price shortfalls

Clearside Biomedical, Inc. reported that on August 28, 2025 it received a Nasdaq notice that its common stock no longer meets the Nasdaq Global Market’s minimum Market Value of Listed Securities requirement of $50,000,000.

Rhea-AI Filing Summary

Clearside Biomedical, Inc. reported that on August 28, 2025 it received a Nasdaq notice that its common stock no longer meets the Nasdaq Global Market’s minimum Market Value of Listed Securities requirement of $50,000,000. The notice does not immediately affect trading, and the company has until February 24, 2026 to regain compliance by maintaining an MVLS of at least $50,000,000 for 10 consecutive business days.

The company is already in the hearings process after a prior Nasdaq staff determination to delist its shares for failing to meet the $1.00 minimum bid price rule. To address this, stockholders approved a proposal at a special meeting on August 29, 2025 authorizing the board to implement a reverse stock split in a range of 1‑for‑5 to 1‑for‑15 and to proportionally reduce authorized common shares. The proposal passed with 46,485,055 votes for, 2,220,186 against, and 458,996 abstentions out of 49,164,237 shares represented.

Positive

• None.

Negative

• Dual Nasdaq listing deficiencies: Clearside is out of compliance with both the $50,000,000 Market Value of Listed Securities requirement and the $1.00 minimum bid price rule, heightening delisting risk.
• Potential delisting if compliance not regained: If the company fails to restore MVLS compliance by February 24, 2026 and to resolve the bid‑price deficiency through the hearings process, its securities may be delisted from Nasdaq.

Insights

Equity markets and listing standards analyst

Clearside now faces dual Nasdaq deficiencies and is preparing a reverse split tool.

Clearside Biomedical has received a new Nasdaq notice that its Market Value of Listed Securities is below the required $50,000,000 for the Nasdaq Global Market. This comes on top of an earlier determination to delist the shares for failing the minimum bid price requirement of $1.00 per share over 30 consecutive business days, which the company has appealed, keeping the stock trading during the hearings process.

These dual deficiencies increase listing risk, because the company must now satisfy both the MVLS and minimum bid price rules within the timeframes allowed by Nasdaq. The filing states that the company may consider available options to regain MVLS compliance and may pursue a transfer to the Nasdaq Capital Market, which has different listing standards, but outcomes will depend on future market valuation and Nasdaq decisions.

To address the bid price issue, stockholders approved board authority for a reverse stock split in a range of 1‑for‑5 to 1‑for‑15, along with a proportional cut to authorized common shares. The board can now choose the exact ratio at its discretion. Future disclosures in company filings may specify whether and when the board decides to implement a split and how Nasdaq responds to the company’s compliance efforts.

8-K Event Classification

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

1 item

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, failed to satisfy a continued-listing rule or standard, or transferred its listing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Clearside Biomedical (CLSD) receive a new Nasdaq non-compliance notice?

On August 28, 2025, Clearside Biomedical received a notice that its common stock no longer meets the Nasdaq Global Market’s minimum Market Value of Listed Securities requirement of $50,000,000 under Nasdaq Listing Rule 5450(b)(2)(A).

How long does Clearside Biomedical (CLSD) have to regain compliance with Nasdaq’s MVLS requirement?

Under Nasdaq Listing Rule 5810(c)(3)(A), Clearside has 180 calendar days, until February 24, 2026, to regain compliance by having its Market Value of Listed Securities close at or above $50,000,000 for at least 10 consecutive business days.

What happens if Clearside Biomedical does not regain MVLS compliance by the February 24, 2026 deadline?

If Clearside does not regain compliance with the $50,000,000 MVLS requirement by February 24, 2026, Nasdaq will notify the company that its securities are subject to delisting, and the company would then have the right to appeal to a Nasdaq hearings panel.

What prior Nasdaq bid price issue is Clearside Biomedical (CLSD) facing?

Nasdaq previously notified Clearside that its shares failed the $1.00 minimum bid price requirement for 30 consecutive business days under Listing Rule 5450(a)(1). After the company did not regain compliance within the 180‑day grace period, a staff determination was issued to delist the securities, which the company has appealed.

What reverse stock split authority did Clearside Biomedical stockholders approve?

At a special meeting on August 29, 2025, stockholders approved amendments allowing the board, at its option, to effect a reverse stock split of common stock at a ratio between 1‑for‑5 and 1‑for‑15 and to make a corresponding proportional reduction in authorized common shares.

How many Clearside Biomedical shares voted on the reverse stock split proposal and what were the results?

Out of 78,510,318 shares outstanding on the record date, 49,164,237 shares (62.62%) were present or represented by proxy. The reverse stock split proposal received 46,485,055 votes for, 2,220,186 against, and 458,996 abstentions.

Will Clearside Biomedical (CLSD) remain listed on Nasdaq during the hearings process?

Yes. Because the company submitted a timely request for a hearing before a Nasdaq Hearings Panel regarding the minimum bid price issue, that request has automatically stayed any suspension or delisting, and the company expects its common stock to continue to be listed and traded on Nasdaq while the hearings process concludes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/03/2025 - 04:30 PM Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): August 28, 2025

Clearside Biomedical, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-37783	45-2437375
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
900 North Point Parkway Suite 200
Alpharetta, Georgia				30005
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (678) 270-3631

(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 communications 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 $0.001 per share		CLSD		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 ☐

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

On August 28, 2025, Clearside Biomedical, Inc. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the listing of its common stock was not in compliance with the minimum Market Value of Listed Securities (“MVLS”) of $50,000,000 required for continued listing on The Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”). The notice has no present impact on the listing of the Company’s securities on the Nasdaq Global Market.

Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until February 24, 2026 (the “Compliance Date”), to regain compliance with the MVLS Requirement. To regain compliance, the Company’s MVLS must close at $50,000,000 or more for a minimum of 10 consecutive business days prior to the Compliance Date. In the event the Company does not regain compliance with the MVLS Requirement prior to the Compliance Date, Nasdaq will notify the Company that its securities are subject to delisting, at which point the Company may appeal the delisting determination to a Nasdaq hearings panel.

The Company intends to actively monitor its MVLS and may, if appropriate, consider implementing available options to regain compliance with the MVLS Requirement. The Company may also pursue transferring the listing of its common stock to The Nasdaq Capital Market.

As previously disclosed, on February 7, 2025, the Company received a notice from the Nasdaq notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5450(a)(1) for continued listing on the Nasdaq Global Market, as the minimum bid price of the Company’s common stock was less than $1.00 per share for the previous 30 consecutive business days (the “Minimum Bid Price Requirement”). As the Company did not regain compliance with the Minimum Bid Price Requirement within the 180-calendar day grace period set forth by Listing Rule 5810(c)(3)(A), by August 6, 2025, Nasdaq notified the Company by letter dated August 11, 2025, that the Company’s securities are subject to delisting from Nasdaq (the “Staff Determination”) unless the Company timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”).

The Company submitted a timely request for a hearing before the Panel. The hearing request has automatically stayed any suspension or delisting of the Company’s securities and, as a result, the Company expects that its common stock will continue to be listed and traded on Nasdaq pending the conclusion of the hearings process. On August 4, 2025, the Company filed a proxy statement seeking approval by its stockholders to effect a Reverse Stock Split (as defined below) in order to regain compliance with the Minimum Bid Price Requirement.

There can be no assurance that the Company will be successful in maintaining the listing of its common stock on the Nasdaq Global Market, or, if transferred, on the Nasdaq Capital Market.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 29, 2025, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders considered one proposal, which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 4, 2025 (the “Proxy Statement”). Of the 78,510,318 shares outstanding as of the record date, 49,164,237 shares, or 62.62%, were present or represented by proxy at the Special Meeting. Set forth below are the results of the matter submitted for a vote of stockholders at the Special Meeting.

Proposal No. 1: Approval of a series of alternate amendments to the Company’s Restated Certificate of Incorporation to effect, at the option of the Board, a reverse stock split of its common stock at a ratio in the range of 1-for-5 to 1-for-15, inclusive (the “Reverse Stock Split”), and a corresponding proportionate reduction in the total number of authorized shares of the Company’s common stock, with such ratio to be determined by the Board in its sole discretion. The votes were cast as follows:

Votes For		Votes Against		Abstained
46,485,055		2,220,186		458,996

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.

Date: September 3, 2025	CLEARSIDE BIOMEDICAL, INC.
	By:	/s/ Charles A. Deignan
	Name:	Charles A. Deignan
	Title:	Chief Financial Officer