ECD Automotive Design (NASDAQ: ECDA) faces Nasdaq delisting and shift to OTC

Rhea-AI Filing Summary

ECD Automotive Design, Inc. reports that Nasdaq has decided to delist its common stock and warrants after the company failed to regain compliance with both the $1.00 minimum bid price rule and the $35 million market value of listed securities requirement. Trading on The Nasdaq Stock Market is scheduled to be suspended at the open of trading on January 16, 2026.

The company previously executed a 1-for-40 reverse stock split in September 2025, which temporarily restored compliance with the bid price rule, and arranged a $500 million equity line of credit, while a lender converted $13.7 million of debt into preferred equity and purchased an additional $1.1 million of preferred stock to address listing standards. Despite these steps, Nasdaq’s Hearings Panel determined that the company’s securities will be delisted, and the securities are expected to begin trading on the OTC Market as stated in the report.

Insights

Equity market structure analyst

Nasdaq delisting moves ECDA to OTC trading, reducing listing status.

ECD Automotive Design, Inc. discloses that a Nasdaq Hearings Panel has determined to delist its common stock and warrants from The Nasdaq Stock Market. This follows extended noncompliance with the $1.00 minimum bid price rule and the $35 million market value of listed securities requirement, despite earlier efforts to cure these deficiencies.

The company implemented a 1-for-40 reverse stock split on September 18, 2025, which restored compliance with the bid price rule in October 2025, and it executed a $500 million equity line of credit. A lender also converted $13.7 million of debt into preferred equity and bought an additional $1.1 million of preferred stock. Even with these measures, a subsequent bid-price shortfall and ongoing market value issues led the Panel to proceed with delisting.

Trading in the company’s securities on Nasdaq will be suspended at the open of trading on January 16, 2026, and the securities are expected to commence trading on the OTC Market on the date stated in the report. For investors, this means future liquidity and pricing will occur on an over-the-counter venue rather than a national securities exchange, with actual impact depending on trading activity once the transition occurs.

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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

January 15, 2026

Date of Report (Date of earliest event reported)

ECD AUTOMOTIVE DESIGN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41497		86-2559175
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4390 Industrial Lane Kissimmee, Florida		34758
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (407) 483-4825

(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
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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		ECDA		The Nasdaq Stock Market LLC
Warrants		ECDAW		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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5, 2025, ECD Automotive Design, Inc. (the “Company”) received a notice from the Nasdaq Listing Qualifications Department (the “Staff”) stating that the Company was not in Compliance with the minimum bid price of $1.00 (the “Minimum Bid Rule”). On August 6, 2025, the Company received another notice (the “Bid Delisting Notice”) from Nasdaq stating that the Company had not regained compliance with the Rule. Accordingly, unless the Company requests an appeal of the determination before the Nasdaq Hearings Panel (the “Panel”) by August 13, 2025, trading of the Company’s common stock and warrants will be suspended at the opening of business on August 15, 2025, and a Form 25-NSE will be filed with the Commission, which will remove the Company’s securities from listing and registration on Nasdaq.

On February 25, 2025, the Company received a notice from Nasdaq stating that the Company was not in compliance with the Market Value Listing Standard (“MVLS”) requirement of $35 million (the “MVLS Rule”) for the last 30 consecutive business days. On August 26, 2025, the Company received another notice (the “MVLS Delisting Notice”) from Nasdaq stating that the Company had not regained compliance with the Rule and that this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market. 

The Company requested a hearing before a Nasdaq Hearings Panel for the Bid Delisting Notice and the MVLS Delisting Notice, and a hearing was scheduled on September 9, 2025.  On September 16, 2025, the Panel issued its decision and granted the Company an extension until October 1, 2025, to become compliant with the Minimum Bid Rule and until January 7, 2026, to become compliant with the MVLS Rule.

On September 18, 2025, the Company effected a 1-for-40 reverse stock split of its issued and outstanding common stock.  The reverse stock split increased the per share trading price of the common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market (Rule 550(a)(1)) and in October 2025, the Staff notified the Company that it has resolved the deficiency set forth in the Bid Delisting Notice.

To address the MVLS Delisting Notice, in June of 2025, the Company executed a $500 million equity line of credit. In addition, a lender recently converted $13.7 million in debt to preferred equity  and purchased an additional $1.1 million of preferred stock. 

On December 29, 2025, the Staff notified (the “December Notice”) the Company that the bid price of its common stock had closed at less than $1 per share over the 30 consecutive business days, and, as a result, did not comply with the Minimum Bid Rule.  Normally, the Company would be provided 180 calendar days to regain compliance with the Rule, however pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period specified in Listing Rule 5810(c)(3)(A) due to the fact that the Company has effected a reverse stock split over the prior one-year period.  Accordingly, the December Notice informed the Company that the its non-compliance with the Minimum Bid Rule serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market.

The Staff also advised the Company that the December Notice serves as formal notification that the Panel will consider this matter in its decision regarding the Company’s continued listing on The Nasdaq Capital Market. The Company made several submissions to the Panel arguing that the Company’s securities should not be delisted from The Nasdaq Stock Market and that the Company should be provided additional time to cure the deficiencies set forth in the MVLS Delisting Notice and the December Notice.

On January 15, 2026, the Company received a letter from the Staff stating that the Panel has determined to delist the Company’s securities, both common stock and warrants, from The Nasdaq Stock Market and that trading in the Company’s securities on The Nasdaq Stock Market will be suspended at the open of trading on January 16, 2026. 

The Company’s securities are expected to commence trading on the OTC Market commencing on January 16, 2025.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Report.

No.		Description of Exhibit
10.1*		Exhibit Title
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

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.

Dated: January 15, 2026
	ECD AUTOMOTIVE DESIGN, INC.
	By:	/s/ Victoria Hay
	Name:	Victoria Hay
	Title:	Chief Financial Officer

FAQ

Why is ECD Automotive Design (ECDA) being delisted from Nasdaq?

ECD Automotive Design is being delisted because it failed to regain compliance with Nasdaq’s $1.00 minimum bid price rule and the $35 million market value of listed securities requirement, despite prior notices and an extension granted by a Nasdaq Hearings Panel.

What happens to ECDA common stock and warrants after the Nasdaq suspension?

Trading of ECDA’s common stock and warrants on The Nasdaq Stock Market will be suspended at the open of trading on January 16, 2026, and the company states that its securities are expected to commence trading on the OTC Market as described in the report.

What steps did ECDA take to try to keep its Nasdaq listing?

To address Nasdaq listing deficiencies, ECDA effected a 1-for-40 reverse stock split on September 18, 2025 to restore compliance with the $1.00 minimum bid price, executed a $500 million equity line of credit, and a lender converted $13.7 million of debt into preferred equity and purchased an additional $1.1 million of preferred stock.

Did the reverse stock split solve ECDA’s listing issues permanently?

The 1-for-40 reverse stock split temporarily increased ECDA’s share price, and Nasdaq staff later notified the company that the minimum bid price deficiency had been resolved. However, a subsequent drop below $1.00 per share and ongoing market value of listed securities issues led to renewed noncompliance and ultimately to the delisting decision.

What Nasdaq rules did ECDA fail to comply with?

ECDA did not comply with the minimum bid price requirement of $1.00 per share and the Market Value Listing Standard requiring a market value of listed securities of $35 million for 30 consecutive business days, both of which are continued listing standards on The Nasdaq Stock Market.

How did previous Nasdaq notices escalate to a final delisting decision for ECDA?

Nasdaq staff first notified ECDA of noncompliance with the minimum bid price and market value standards in early 2025, followed by delisting notices in August 2025. After a hearing on September 9, 2025 and extensions granted by the Panel, the company remained noncompliant, and on January 15, 2026 the Panel determined to delist the company’s securities.