Destination XL Group (DXLG) faces Nasdaq $1 bid-price deficiency and listing risk

Rhea-AI Filing Summary

Destination XL Group, Inc. has received a notice from Nasdaq that its common stock no longer meets the Nasdaq Global Market minimum bid price requirement of $1.00 per share. The notice followed 30 consecutive business days with a closing bid below this threshold.

The company has 180 calendar days, until August 3, 2026, to regain compliance by having its stock close at or above $1.00 per share for at least ten consecutive business days. If it does not regain compliance, it may seek an additional 180‑day period by transferring to the Nasdaq Capital Market and potentially implementing a reverse stock split, subject to meeting other listing standards and Nasdaq’s determination. The notice does not immediately affect the stock’s current listing or the company’s operations and SEC reporting, but there is no assurance it will regain or maintain compliance.

Positive

• None.

Negative

• Nasdaq minimum bid-price deficiency and delisting risk: The company’s stock has traded below $1.00 for 30 consecutive business days, triggering a Nasdaq deficiency notice and a 180‑day cure period, with potential delisting if it cannot regain or maintain compliance.

Insights

Equity & Listing Standards Analyst

Nasdaq bid-price deficiency introduces listing risk if shares stay below $1.00.

Destination XL Group, Inc. has fallen out of compliance with Nasdaq Global Market rules because its stock closed below $1.00 for 30 straight business days. The company now faces a defined cure window ending on August 3, 2026.

To regain compliance, the closing bid must be at least $1.00 for ten consecutive business days within this 180‑day period. If that fails, the company could seek a transfer to the Nasdaq Capital Market and consider a reverse stock split, provided it meets other initial listing standards.

The notice has no immediate effect on trading or day‑to‑day operations, but it highlights market‑price weakness and introduces the possibility of delisting if remedies are not implemented or are unsuccessful. Subsequent company disclosures will clarify whether options such as a market transfer or reverse split are pursued.

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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): February 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.

On February 4, 2026, Destination XL Group, Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications 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 meets 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 has been provided a compliance period of 180 calendar days, or until August 3, 2026, in which to regain compliance. In order to regain compliance with the minimum bid price requirement, 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 this 180-day period. In the event that the Company does not regain compliance within this 180-day period, the Company may be eligible for an additional compliance period of 180 calendar days pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(i) if it (i) transfers its listing to The Nasdaq Capital Market and (ii) meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and provides written notice to Nasdaq of its intent to cure the deficiency during this second compliance period, by effecting a reverse stock split, if necessary. However, if Nasdaq concludes that the Company will not be able to cure the deficiency, or if the Company determines not to submit a transfer application or make the required representation, Nasdaq will provide notice to the Company that its common stock will be subject to delisting.

The Notice has no immediate effect on the listing of the Company’s common stock on The Nasdaq Global Market. The Notice also does not affect the Company’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission (the “SEC”). 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. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise maintain compliance with the other listing standards for The Nasdaq Global Market.

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 potential implementation of a reverse stock split, the possibility of securing an additional compliance period or other relief from Nasdaq, and the Company’s ability to satisfy the continued listing requirements of The Nasdaq Global Market or The Nasdaq Capital Market. 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 to maintain the Company’s listing on The Nasdaq Global Market or transfer to The Nasdaq Capital Market, 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:	February 6, 2026	By:	/s/ Robert S. Molloy
			Robert S. Molloy General Counsel and Secretary

FAQ

What Nasdaq notice did Destination XL Group (DXLG) receive?

Destination XL Group received a Nasdaq notice that its common stock no longer meets the $1.00 minimum bid price requirement after 30 consecutive business days below that level, creating a formal compliance deficiency under Nasdaq Listing Rule 5450(a)(1).

How long does DXLG have to regain Nasdaq bid-price compliance?

Destination XL Group has 180 calendar days, until August 3, 2026, to regain compliance by having its closing bid price at or above $1.00 per share for at least ten consecutive business days during that period, as permitted under Nasdaq Listing Rule 5810(c)(3)(A).

What happens if Destination XL Group cannot meet the $1.00 bid requirement?

If Destination XL Group does not regain the $1.00 minimum bid price within 180 days, it may seek another 180‑day period by transferring to the Nasdaq Capital Market, meeting other initial listing standards, and potentially curing the deficiency with a reverse stock split.

Does the Nasdaq notice immediately affect DXLG’s Nasdaq Global Market listing?

The notice has no immediate effect on Destination XL Group’s listing on the Nasdaq Global Market. Its common stock continues to trade there while the company works within the 180‑day compliance period to restore the minimum bid price requirement.

Will Destination XL Group’s operations be impacted by the Nasdaq deficiency notice?

The company states the Nasdaq notice does not affect ongoing business operations or SEC reporting. The primary impact relates to compliance with Nasdaq listing standards and potential future listing status, rather than its day‑to‑day commercial activities.

What options is Destination XL Group considering to regain Nasdaq compliance?

Destination XL Group intends to monitor its stock’s bid price and consider available options, which may include transferring to the Nasdaq Capital Market or implementing a reverse stock split, though there is no assurance any specific action will successfully restore compliance.