CaliberCos (NASDAQ: CWD) hit with $1 Nasdaq warning as shares stay below $1
Rhea-AI Filing Summary
CaliberCos Inc. (CWD) reports that on August 21, 2026 it received a notice from Nasdaq that the bid price of its Class A common stock has closed below $1.00 per share for 33 consecutive business days, causing non-compliance with Nasdaq Listing Rule 5550(a)(2), the minimum bid price requirement for the Nasdaq Capital Market. The notice does not immediately affect trading of the stock on Nasdaq. CaliberCos has a 180-calendar day grace period through February 17, 2027 to regain compliance by maintaining a closing bid of at least $1.00 for at least ten consecutive business days. If it fails to regain compliance, the company may qualify for an additional 180-day period if it meets other Nasdaq listing criteria and indicates an intent to cure, potentially through a reverse stock split. If ultimately unsuccessful, the common stock could be delisted from Nasdaq and is expected to trade on an OTC Markets Group marketplace. CaliberCos states it intends to closely monitor its bid price and consider all available options to address the deficiency.
Positive
- None.
Negative
- CaliberCos is out of compliance with Nasdaq Listing Rule 5550(a)(2) after its stock traded below $1.00 for 33 consecutive business days, creating a risk of Nasdaq delisting if compliance is not regained.
- The company faces a potential move from Nasdaq to an OTC Markets Group marketplace if it cannot successfully resolve the minimum bid price deficiency, which could reduce trading liquidity and visibility.
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.
Key Figures
Consecutive business days below $1.00 bid price: 33 business days
Minimum Bid Requirement threshold: $1.00 per share
Initial grace period to regain compliance: 180 calendar days
+2 more
5 metrics
Consecutive business days below $1.00 bid price
33 business days
Period in which CaliberCos’ Class A common stock bid price remained below $1.00, triggering non-compliance
Minimum Bid Requirement threshold
$1.00 per share
Closing bid price required under Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market
Initial grace period to regain compliance
180 calendar days
Time from the notice date through February 17, 2027 to restore minimum bid compliance
Compliance window end date
February 17, 2027
End of the initial 180-day grace period to achieve at least $1.00 closing bid for ten consecutive business days
Required number of days at or above $1.00
10 consecutive business days
Minimum duration the closing bid price must be at least $1.00 per share to regain compliance
Key Terms
Nasdaq Listing Rule 5550(a)(2), Minimum Bid Requirement, grace period, reverse stock split, +1 more
5 terms
Nasdaq Listing Rule 5550(a)(2) regulatory
"not in compliance with Nasdaq Listing Rule 5550(a)(2), which sets forth the minimum"
Minimum Bid Requirement regulatory
"on the Nasdaq Capital Market (the “Minimum Bid Requirement”). Nasdaq’s notice"
A minimum bid requirement is a rule that a stock’s price must meet or exceed a set floor for certain market actions — for example to remain listed on an exchange, qualify for a tender offer, or participate in a specific auction. It matters to investors because falling below that floor can trigger delisting, limit who can buy or sell the shares, or change the terms of a transaction; think of it like a store’s minimum purchase needed to access a special sale, which affects value and liquidity.
grace period regulatory
"the Company was afforded a 180-calendar day grace period, through February 17, 2027"
A grace period is a short, pre-agreed span of time after a payment, filing, or other obligation is due during which a company or individual can meet the requirement without being penalized or declared in default. Think of it as a temporary breathing room that prevents immediate consequences for a missed deadline. Investors care because grace periods affect when cash flows are actually received, how soon penalties or defaults can hit, and the apparent credit risk and stability of an issuer.
reverse stock split financial
"to cure the deficiency during the second compliance period by effecting a reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
OTC Markets Group market
"would expect that the Common Stock would be traded on one of the three tiered marketplaces of the OTC Markets Group"
OTC Markets Group is a company that runs the trading platforms where shares of smaller or less-regulated companies are bought and sold outside major stock exchanges. For investors it matters because these platforms set disclosure and trading standards that affect how easy it is to buy or sell a stock and how much trustworthy information is available—think of it like a marketplace that organizes vendors by how transparent and reliable they are, which helps gauge risk and liquidity.
FAQ
Why did CaliberCos Inc. (CWD) receive a Nasdaq non-compliance notice?
CaliberCos received a Nasdaq notice because the bid price of its Class A common stock closed below $1.00 per share for 33 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2) on the minimum bid price requirement for the Nasdaq Capital Market.
How long does CWD have to regain Nasdaq minimum bid price compliance?
CaliberCos has a 180-calendar day grace period, through February 17, 2027, to regain compliance by achieving a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days during that period.
What happens if CaliberCos (CWD) does not regain compliance by February 17, 2027?
If CaliberCos does not regain compliance by February 17, 2027, it may qualify for an additional 180-day compliance period if it meets initial listing criteria and other requirements, including notifying Nasdaq of plans to cure, potentially via a reverse stock split.
Could CWD be delisted from Nasdaq, and where might it trade instead?
If CaliberCos ultimately fails to meet Nasdaq requirements and does not secure relief from a Nasdaq Hearings Panel, its common stock would be subject to delisting from the Nasdaq Capital Market. The company states it would then expect trading to move to an OTC Markets Group marketplace.
AI-generated analysis. How Rhea-AI works. Not financial advice.
