[8-K] Entero Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Entero Therapeutics (ENTO) reported that Nasdaq has confirmed the company is back in compliance with the minimum stockholders’ equity requirement under Listing Rule 5550(b)(1). Compliance was affirmed in a letter dated October 28, 2025, following Entero’s October 6 disclosure tied to a September 30 share exchange with GridAI.

The company had previously fallen out of compliance after reporting stockholders’ equity of ($3,876,738) as of December 31, 2024, below the $2.5 million minimum. Nasdaq had granted an extension through October 8, 2025, to regain compliance. Nasdaq cautioned that if Entero does not evidence compliance in its next periodic report, the company may face delisting, with the option to appeal to a Hearings Panel.

Insights

Listing & Capital Markets Analyst

Nasdaq confirms compliance; future reporting remains pivotal.

Entero Therapeutics received written confirmation on October 28, 2025 that it complies with Nasdaq’s equity standard after previously reporting stockholders’ equity of ($3,876,738) as of year-end 2024, below the $2.5 million threshold. The company had an extension through October 8, 2025 and cited a September 30, 2025 share exchange with GridAI in its October 6 disclosure as the basis for compliance.

The confirmation preserves the listing for now, but Nasdaq specified that continued compliance must be evidenced in the next periodic report. If the company does not meet the standard then, Nasdaq may initiate delisting procedures; an appeal to a Hearings Panel is available.

Key items to watch are the stockholders’ equity reported in the next periodic filing and any follow-up communications from Nasdaq. Subsequent filings may provide further detail on the equity impact from the share exchange.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 28, 2025

Entero Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-37853		46-4993860
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

777 Yamato Road, Suite 502 Boca Raton, Florida		33431
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (561) 589-7020

Not Applicable

(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 $0.0001 per share		ENTO		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 8.01. Other Events

As previously disclosed in Form 8-K filed on April 14, 2025 by Entero Therapeutics, Inc. (the “Company”), on April 11, 2025, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(b)(1) (the “Equity Rule”), because the Company’s stockholders’ equity of ($3,876,738) as reported in the Company’s Annual Report on Form 10-K for the period ended December 31, 2024 was below the required minimum of $2.5 million, and because, as of April 10, 2025 the Company did not meet the alternative compliance standards, relating to the market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.

As previously disclosed in Form 8-K filed on June 30, 2025 by the Company, based on the timely submission by the Company of a compliance plan, the Company received a letter on June 25, 2025 from Nasdaq granting an extension to the Company until October 8, 2025 to regain compliance with the Equity Rule, subject to the Company complying with certain terms of the extension.

In the Form 8-K filed by the Company on October 6, 2025, the Company disclosed that that it believed that it had stockholders’ equity of at least $2.5 million in compliance with the Equity Rule as a result of the share exchange agreement dated September 30, 2025, between the Company, GridAI Corp, a Nevada corporation (“GridAI”), and the stockholders of all of the issued and outstanding shares of GridAI (the “Share Exchange”). On October 8, 2025, the Company also submitted a letter to Nasdaq stating that the Company was compliant with the Equity Rule as a result of the Share Exchange.

On October 28, 2025, the Company received a letter from Nasdaq (the “Letter”) confirming that based on the Form 8-K filed by the Company on October 6, 2025, the Company is in compliance with the Equity Rule. The Letter also noted that if the Company fails to evidence compliance upon filing its next periodic report, it may be subject to delisting. At that time, Nasdaq will provide written notification to the Company, which may then appeal Nasdaq’s determination to a Hearings Panel.

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.

	Entero Therapeutics, Inc.
October 31, 2025	By:	/s/ Jason D. Sawyer
	Name:	Jason D. Sawyer
	Title:	Interim Chief Executive Officer

FAQ

What did ENTO announce regarding its Nasdaq listing?

Nasdaq confirmed on October 28, 2025 that ENTO is in compliance with the minimum stockholders’ equity requirement under Rule 5550(b)(1).

What is the minimum stockholders’ equity required for ENTO’s Nasdaq listing?

The minimum under Rule 5550(b)(1) is $2.5 million of stockholders’ equity.

Why was ENTO previously non-compliant with Nasdaq rules?

It reported stockholders’ equity of ($3,876,738) as of December 31, 2024, below the $2.5 million threshold.

How did ENTO indicate it regained compliance?

In a October 6, 2025 disclosure, citing a September 30, 2025 share exchange with GridAI that the company believed brought equity to at least $2.5 million.

What deadlines did Nasdaq set for ENTO?

Nasdaq granted an extension to October 8, 2025 to regain compliance and will reassess with the next periodic report.

What happens if ENTO’s next periodic report does not show compliance?

The company may be subject to delisting and could appeal the determination to a Hearings Panel.