STOCK TITAN

Destination XL Group (NASDAQ: DXLG) gains extra time to meet Nasdaq bid rules

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Destination XL Group, Inc. reports that Nasdaq has approved transferring its common stock listing from the Nasdaq Global Market to the Nasdaq Capital Market, providing an additional 180-day period, until February 1, 2027, to regain compliance with the $1.00 per share minimum bid price requirement.

After the transfer, DXLG will continue trading under the “DXLG” symbol. To regain compliance, the closing bid must be at least $1.00 for at least ten consecutive business days during the extended period. The company is evaluating options, including a potential reverse stock split; failure to comply could result in delisting, subject to appeal.

Positive

  • None.

Negative

  • Risk of Nasdaq delisting by February 1, 2027 if the company does not regain compliance with the $1.00 minimum bid price requirement, though it may appeal any delisting determination to a Nasdaq Hearings Panel.

Filing Explained

The Nasdaq transfer is approved but not yet effective: the company’s common stock is scheduled to move from the Global Market to the Capital Market at the opening of business on August 7, 2026; Nasdaq found it met the Capital Market’s initial-listing requirements except for the minimum bid-price requirement.

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.
Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5450(a)(1) minimum bid price standard
Initial compliance period end August 3, 2026 End of first 180-day period to regain minimum bid price compliance
Additional compliance period end February 1, 2027 End of second 180-day period after transfer to Nasdaq Capital Market
Consecutive days below $1.00 30 business days Trigger for Nasdaq deficiency notice on February 4, 2026
Days needed at or above $1.00 10 business days Required consecutive days with closing bid at or above $1.00 to regain compliance
Reverse split timing buffer 10 business days Reverse stock split must be completed at least this long before February 1, 2027
Nasdaq Capital Market financial
"approved the Company’s application to transfer its common stock listing from the Nasdaq Global Market to the Nasdaq 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.
minimum bid price requirement regulatory
"no longer met the requirement to maintain a minimum bid price of $1.00 per share"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
reverse stock split financial
"consider its available options to regain compliance with the minimum bid price requirement, including 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.
Hearings Panel regulatory
"the Company may appeal the Staff’s determination to a Hearings Panel"
A hearings panel is a small group of officials or experts who hold formal sessions to review evidence, question parties, and make decisions about regulatory compliance, discipline, or approvals. Think of it like a review board or courtroom for business and market issues: its findings can lead to fines, changes in a company’s permissions, or even delisting. Investors pay attention because the panel’s rulings can directly affect a company’s operations, reputation and share price.
forward-looking statements regulatory
"this document contains forward-looking statements within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Private Securities Litigation Reform Act of 1995 regulatory
"the Company claims the protection provided for in the Private Securities Litigation Reform Act of 1995"

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

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FAQ

What Nasdaq change did Destination XL Group (DXLG) announce?

Destination XL Group announced Nasdaq approved transferring its common stock listing to the Nasdaq Capital Market. This move keeps DXLG listed while starting a new 180-day compliance period to address its $1.00 minimum bid price deficiency.

How long does Destination XL Group (DXLG) have to regain bid price compliance?

DXLG has until February 1, 2027 to regain compliance with Nasdaq’s minimum bid price rule. The stock’s closing bid must be at least $1.00 per share for a minimum of ten consecutive business days within this extended period.

What is the Nasdaq minimum bid price requirement affecting DXLG?

Nasdaq Listing Rule 5450(a)(1) requires DXLG’s common stock to maintain a minimum bid price of $1.00 per share. Falling below this level for 30 consecutive business days triggered the initial deficiency notice from Nasdaq’s Listing Qualifications Staff.

How might Destination XL Group (DXLG) regain compliance with Nasdaq rules?

DXLG plans to monitor its bid price and consider options to restore compliance, including a potential reverse stock split. Any reverse split used to cure the deficiency must be completed at least ten business days before the February 1, 2027 deadline.

What happens if Destination XL Group (DXLG) cannot regain compliance by February 1, 2027?

If DXLG has not regained the $1.00 minimum bid price by February 1, 2027, Nasdaq Staff would issue a written delisting notice. The company could then appeal to a Hearings Panel and present a plan, often involving a near-term reverse stock split.
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k

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 04, 2026

 

 

DESTINATION XL GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

01-34219

04-2623104

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

555 Turnpike Street

 

Canton, Massachusetts

 

02021

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 781 828-9300

 

 

(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 $0.01 per share

 

DXLG

 

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.

As previously disclosed, on February 4, 2026, Destination XL Group, Inc. (the “Company”) received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer met the requirement to maintain a minimum bid price of $1.00 per share (the “minimum bid price requirement”), as set forth in Nasdaq Listing Rule 5450(a)(1).

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial compliance period of 180 calendar days, or until August 3, 2026, to regain compliance with the minimum bid price requirement. On June 30, 2026, the Company submitted to Nasdaq an application to transfer the Company’s common stock listing from the Nasdaq Global Market to the Nasdaq Capital Market, as permitted under Nasdaq Listing Rule 5810(c)(3)(A)(i), and requested an additional 180 calendar day period to regain compliance with the minimum bid price requirement.

 

On August 4, 2026, the Company received notice from Nasdaq that the Staff had approved the Company’s application to transfer its common stock listing from the Nasdaq Global Market to the Nasdaq Capital Market, having determined that the Company met the applicable requirements for initial listing on the Nasdaq Capital Market (other than the minimum bid price requirement). Accordingly, the Company’s common stock listing will be transferred to the Nasdaq Capital Market at the opening of business on August 7, 2026. Following the move to the Nasdaq Capital Market, the Company’s common stock will continue to trade under the symbol “DXLG.” The Staff has also determined that following the transfer to the Nasdaq Capital Market, the Company will be eligible for an additional 180 calendar day period, or until February 1, 2027, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company's common stock must be at least $1.00 per share for a minimum of ten consecutive business days during the additional compliance period.

 

The Company intends to actively monitor the bid price of its common stock and will continue to consider its available options to regain compliance with the minimum bid price requirement, including by effecting a reverse stock split, if necessary, prior to the expiration of the additional compliance period.  If the Company chooses to implement a reverse stock split in order to cure the deficiency, the reverse stock split must be completed no later than ten business days prior to the expiration of the additional compliance period in order to regain compliance. However, if the Company is unable to regain compliance with the minimum bid price requirement by February 1, 2027, or the Company does not comply with the terms of the extension, the Staff will provide written notification that the Company’s common stock will be delisted. At that time, the Company may appeal the Staff’s determination to a Hearings Panel. In the event of an appeal, the Company would be required to present a plan to regain compliance to the Hearings Panel. Historically, the Hearings Panel has generally viewed a near-term reverse stock split as the only definitive plan acceptable to resolve a minimum bid price deficiency. However, there can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement during the additional compliance period or that any such appeal would be successful.

 

Forward-Looking Statements

 

In addition to historical information, this document contains 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. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which the Company operates and beliefs of and assumptions made by its management, involve uncertainties that could significantly affect the financial results of the Company. With respect to any such forward-looking statements, the Company claims the protection provided for in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding the Company’s intent or ability to regain compliance with the minimum bid price requirement, the Company’s intent to actively monitor its bid price and consider its available options to regain compliance with the minimum bid price requirement, and the potential implementation of a reverse stock split. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to the Company’s efforts to monitor the closing bid price of its common stock, to consider and pursue available options to regain compliance with Nasdaq listing rules, and the potential implementation of a reverse stock split, as well as any related actions or outcomes — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with the Company’s ability to maintain compliance with Nasdaq listing standards, volatility in the market price of the Company’s common stock, the Company’s ability to implement corporate actions such as a reverse stock split, other risks and uncertainties, and those additional risks and factors detailed in other reports filed with the SEC by the Company from time to time, including those discussed under the heading “Risk Factors” in the Company’s most recently filed Annual Report on Form 10-K. These documents are available through our website or through the SEC’s Electronic Data Gathering


and Analysis Retrieval (EDGAR) system at http://www.sec.gov. The Company does not undertake any duty to update any forward-looking statements contained herein, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

 


 


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 thereunto duly authorized.

 

 

 

 

Destination XL Group, Inc.

 

 

 

 

Date:

August 5, 2026

By:

/s/ Robert S. Molloy

 

 

 

Robert S. Molloy
General Counsel and Secretary

 


Filing Exhibits & Attachments

1 document