CLSD enters Chapter 11; stock moving from Nasdaq to OTC market

Rhea-AI Filing Summary

Clearside Biomedical, Inc. has filed for Chapter 11 bankruptcy and faces delisting from Nasdaq. On November 23, 2025, the company voluntarily filed for relief under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware and will continue operating as a debtor-in-possession while seeking Court approval for various first-day motions to keep its business running. The company’s stated objective in the case is to sell substantially all of its assets to the highest bidder.

On November 24, 2025, Nasdaq notified Clearside that, due to the bankruptcy case and prior noncompliance with the minimum Market Value of Listed Securities requirement of $50,000,000, its common stock will be delisted. Trading on Nasdaq is expected to be suspended at the opening of business on December 1, 2025, after which the shares are expected to trade on the OTC market under the symbol CLSDQ.

Positive

• None.

Negative

• Chapter 11 bankruptcy filing: Clearside Biomedical filed a voluntary Chapter 11 case in Delaware and plans to sell substantially all of its assets, which can significantly impair equity value.
• Nasdaq delisting and move to OTC: Nasdaq will suspend trading and delist the common stock, which is expected to begin trading on the OTC market under CLSDQ, typically reducing liquidity and market visibility.

Insights

Distressed equity and restructuring analyst

Clearside has entered Chapter 11 and plans to sell most assets, with its stock moving from Nasdaq to OTC.

Clearside Biomedical filed a voluntary Chapter 11 case in the District of Delaware, continuing to operate as a debtor-in-possession. The company is seeking first-day relief to keep operating in the ordinary course while under Court supervision. Its stated goal is to consummate a sale of substantially all assets to the highest bidder, which typically leaves limited residual value for existing shareholders, depending on how sale proceeds compare with creditor claims.

Separately, Nasdaq has determined to delist the common stock, citing the bankruptcy case and prior noncompliance with the minimum Market Value of Listed Securities of $50,000,000. Trading on Nasdaq is expected to be suspended at the opening on December 1, 2025, with shares anticipated to trade on the OTC market under the symbol CLSDQ. This move generally reduces liquidity and visibility for the stock, and future disclosures in company communications and court filings will determine how the asset sale and creditor recoveries are structured.

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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): November 23, 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 1.03. Bankruptcy or Receivership.

On November 23, 2025, Clearside Biomedical, Inc. (the “Company”) filed a voluntary petition (Case No. 25-12109) for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (such court, the “Court” and such case, the “Case”). The Company will continue to operate its business as a “debtor-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. To ensure its ability to continue operating in the ordinary course of business, the Company has filed with the Court motions seeking a variety of “first-day” relief (collectively, the “First Day Motions”). The Company’s objective in the Case is to consummate a sale of substantially all of its assets to the highest bidder. Additional information about the Case, including access to Court documents, is available online at https://dm.epiq11.com/ClearsideBiomedical, a website administered by Epiq Bankruptcy Solutions LLC, a third-party bankruptcy claims and noticing agent. The information on this website is not incorporated by reference into, and does not constitute part of, this Current Report on Form 8-K.

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

On November 24, 2025, the Company received written notice (the “Delisting Notice”) from the staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the Case and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, the staff of Nasdaq has determined that the Company’s common stock, par value $0.001 per share (the “Common Stock”), will be delisted from Nasdaq. In addition, as previously disclosed, on August 28, 2025, the Company received written notice (the “MVLS Notice”) from Nasdaq notifying the Company that it is not in compliance with the minimum Market Value of Listed Securities of $50,000,000 required for continued listing on The Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(A). In the Delisting Notice, the staff of Nasdaq referenced concerns about the Company’s ability to sustain compliance with all requirements for continued listing on Nasdaq, specifically referencing that certain MVLS Notice.

Trading of the Common Stock will be suspended at the opening of business on December 1, 2025 and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Common Stock from listing on Nasdaq. The Delisting Notice also indicated that the Company may appeal Nasdaq’s determination, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series.

The Company does not intend to appeal the determination and, therefore, it is expected that the Common Stock will be delisted. As a result, the Common Stock is expected to begin trading exclusively on the over-the-counter (“OTC”) market on December 1, 2025. On the OTC market, shares of the Common Stock, which previously traded on Nasdaq under the symbol CLSD is expected to trade under the symbol CLSDQ.

Item 7.01. Regulation FD Disclosure.

On November 24, 2025, the Company issued a press release announcing that it had entered into the Case. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
99.1		Press Release Dated November 24, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: November 25, 2025				CLEARSIDE BIOMEDICAL, INC.
				By:		/s/ Charles A. Deignan
				Name:		Charles A. Deignan
				Title:		Chief Financial Officer

FAQ

What major event did Clearside Biomedical (CLSD) announce in this 8-K?

Clearside Biomedical announced that on November 23, 2025 it filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware and will operate as a debtor-in-possession during the case.

What is Clearside Biomedical’s objective in its Chapter 11 case?

The company states that its objective in the Chapter 11 case is to consummate a sale of substantially all of its assets to the highest bidder, subject to Court oversight and applicable Bankruptcy Code provisions.

How will the Chapter 11 filing affect Clearside Biomedical’s Nasdaq listing?

Nasdaq staff notified the company that, due to the Chapter 11 case and prior concerns including a Market Value of Listed Securities deficiency, the common stock will be delisted and trading will be suspended at the opening of business on December 1, 2025.

Why was Clearside Biomedical previously out of compliance with Nasdaq rules?

On August 28, 2025 the company received a notice from Nasdaq that it did not meet the minimum Market Value of Listed Securities requirement of $50,000,000 for continued listing on The Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(A).

Will Clearside Biomedical appeal Nasdaq’s decision to delist its stock?

The company states that it does not intend to appeal Nasdaq’s delisting determination, so the delisting is expected to proceed as described in the notice.

Where will Clearside Biomedical (CLSD) stock trade after the Nasdaq delisting?

After trading is suspended on Nasdaq, the common stock is expected to trade exclusively on the over-the-counter market, with the symbol changing from CLSD to CLSDQ.

Where can investors find more information about Clearside Biomedical’s Chapter 11 case?

Additional information, including access to Court documents, is available at https://dm.epiq11.com/ClearsideBiomedical, a website administered by Epiq Bankruptcy Solutions LLC as the bankruptcy claims and noticing agent.