Gauzy gets Nasdaq delisting notice, plans appeal

Gauzy Ltd. faces potential Nasdaq Global Market delisting over bid-price and reporting deficiencies but plans to appeal while its shares continue trading during the process.

Rhea-AI Filing Summary

Gauzy Ltd. (GAUZ) disclosed that it received a Nasdaq delisting notification dated September 15, 2026, after Nasdaq determined to delist the company’s securities from the Nasdaq Global Market. Gauzy plans to appeal by requesting an oral hearing before a Nasdaq Hearings Panel under Listing Rule 5815.

The notice follows prior deficiencies: its ordinary share bid price stayed below $1 for 30 consecutive business days, and it did not file its Form 20-F for the year ended December 31, 2025. These issues provide separate bases for delisting. Gauzy’s shares will remain listed and fully tradeable on the Nasdaq Global Market while the appeal process is pending.

The company states it intends to submit the appeal by September 22, 2026, and notes there is no assurance the Panel will permit continued listing. Gauzy points to what it describes as an improved financial position as a factor it believes will support continued listing, while also reiterating extensive forward-looking risk factors, including funding needs and ongoing French insolvency-related proceedings.

Positive

• None.

Negative

• Nasdaq has determined to delist Gauzy’s securities from the Nasdaq Global Market due to noncompliance, creating a material risk to its U.S. listing status.
• The company failed to regain compliance with the $1 bid-price rule and has not filed its Form 20-F for the year ended December 31, 2025, both cited as bases for delisting.

Key Figures

Delisting notification date: September 15, 2026 Bid-price deficiency threshold: $1 per share Bid-price noncompliance period: 30 consecutive business days +4 more

7 metrics

Delisting notification date September 15, 2026 Date of Nasdaq’s delisting notification to Gauzy

Bid-price deficiency threshold $1 per share Minimum bid price required under Nasdaq Listing Rule 5450(a)(1)

Bid-price noncompliance period 30 consecutive business days Period during which Gauzy’s bid price stayed below $1

Cure period to regain bid-price compliance 180 calendar days Time allowed until September 14, 2026 to regain compliance

Bid-price cure deadline September 14, 2026 End of the 180-day period to regain compliance with the bid-price rule

Appeal request deadline September 22, 2026 Last date for Gauzy to request an appeal hearing before the Panel

Delinquent report Form 20-F for year ended December 31, 2025 Missing annual report cited as an additional basis for delisting

Key Terms

delisting notification, Nasdaq Global Market, Listing Rule 5450(a)(1), Listing Rule 5250(c)(1), +2 more

6 terms

delisting notification regulatory

"announced receipt of a delisting notification dated September 15, 2026"

Nasdaq Global Market market

"determined to delist the Company's securities from the Nasdaq Global Market"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

Listing Rule 5450(a)(1) regulatory

"did not comply with Listing Rule 5450(a)(1) (the “Rule”)"

Listing Rule 5250(c)(1) regulatory

"no longer complied with its obligation to filed periodic reports in accordance with Listing Rule 5250(c)(1)"

A Nasdaq listing standard that requires companies traded on the exchange to file their regular financial reports with the U.S. Securities and Exchange Commission on time, such as annual and quarterly reports, and to notify Nasdaq if filings are late. It matters to investors because these filings provide the routine, reliable information needed to judge a company’s health; missing them can trigger warnings, trading suspension, or removal from the exchange, which can sharply affect liquidity and share value — like a business losing its operating license for failing inspections.

Form 20-F regulatory

"failed to file its Form 20-F for the year ended December 31, 2025"

Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.

forward-looking statements regulatory

"This press release contains forward-looking statements"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Gauzy Ltd. (GAUZ) announce regarding its Nasdaq listing?

Gauzy announced it received a delisting notification from Nasdaq’s Listing Qualifications Department, stating Nasdaq has determined to delist the company’s securities from the Nasdaq Global Market. Gauzy plans to appeal this determination through an oral hearing before a Nasdaq Hearings Panel.

Why is Nasdaq seeking to delist Gauzy Ltd. (GAUZ)?

Nasdaq cited two bases: Gauzy’s ordinary share bid price stayed below $1 for 30 consecutive business days, violating Listing Rule 5450(a)(1), and the company did not file its Form 20-F for the year ended December 31, 2025, breaching Listing Rule 5250(c)(1).

Will Gauzy Ltd. (GAUZ) shares keep trading on Nasdaq during the appeal?

Yes. Gauzy states that requesting an appeal hearing will stay any suspension or delisting action, so its securities will continue to be fully tradeable and listed on the Nasdaq Global Market while the appeal is pending before the Nasdaq Hearings Panel.

What deadlines does Gauzy Ltd. (GAUZ) face in the Nasdaq delisting process?

Gauzy was given until September 14, 2026 to regain compliance with the $1 bid-price rule and now must request an appeal by September 22, 2026. The delisting notification itself is dated September 15, 2026.

How did Gauzy Ltd. (GAUZ) fall out of bid-price compliance?

On March 17, 2026, Nasdaq notified Gauzy that the bid price of its ordinary shares had closed at less than $1 per share for 30 consecutive business days, triggering noncompliance with Listing Rule 5450(a)(1) and starting a 180-day cure period ending September 14, 2026.

What reporting deficiency contributed to Gauzy Ltd. (GAUZ) facing delisting?

On May 19, 2026, Nasdaq staff notified Gauzy that it was noncompliant with Listing Rule 5250(c)(1) because it had not filed its Form 20-F for the year ended December 31, 2025. Nasdaq noted this delinquent report as an additional basis for delisting.

What key risks does Gauzy Ltd. (GAUZ) highlight alongside the delisting notice?

Gauzy highlights risks including its ability to meet stock exchange listing standards, secure funding, outcomes of French insolvency-related proceedings, continued operating losses, market volatility in its shares, and challenges scaling its light and vision control products business.

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

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Available on EDGAR 09/21/2026 - 05:01 PM Accepted by SEC EDGAR 09/21/2026 - 05:00 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of September 2026

Commission file number: 001-42124

GAUZY LTD.

(Translation of registrant’s name into English)

14 Hathiya Street

Tel Aviv, Israel 6816914

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒         Form 40-F ☐

CONTENTS

On September 21, 2026, Gauzy Ltd. (the “Company”) issued a press release titled “Gauzy Announces Receipt of Delisting Notice from Nasdaq; Intends to Appeal.” A copy of this press release is attached to this Form 6-K as Exhibit 99.1.

The information in this Report on Form 6-K, including in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.

1

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.

	GAUZY LTD.
Date: September 21, 2026	By:	/s/ Eyal Peso
	Name:	Eyal Peso
	Title:	Chief Executive Officer

2

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release, dated September 21, 2026.

3

Exhibit 99.1

Gauzy Announces Receipt of Delisting Notice from Nasdaq; Intends to Appeal

9.21.2026

TEL-AVIV, Israel, September 21, 2026 (GLOBE NEWSWIRE) -- Gauzy Ltd. (Nasdaq: Gauzy) (“Gauzy” or the “Company”), a global leader in vision and light control technologies, today announced receipt of a delisting notification dated September 15, 2026 (the “Delisting Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market Inc. (“Nasdaq”). The Company was notified that Nasdaq has determined to delist the Company's securities from the Nasdaq Global Market.

The Company plans to exercise its right to request an appeal (the “Appeal”) the Staff Determination by filing a request for oral hearing before the Nasdaq Hearings Panel (the “Panel”) pursuant to Nasdaq Listing Rule 5815. Such Appeal hearing request will result in a stay of any suspension or delisting action pending the Appeal hearing, and in the meantime, the Company’s securities will continue to be fully tradeable and listed on the Nasdaq Global Market.

As previously disclosed, on March 17, 2026, the Company received a notice from Nasdaq stating that the bid price of its ordinary shares had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, did not comply with Listing Rule 5450(a)(1) (the “Rule”). In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until September 14, 2026, to regain compliance with the Rule. Since the Company failed to regain compliance with the Rule, its ordinary shares are subject to delisting from the Nasdaq Global Market.

In addition, on May 19, 2026, staff of Nasdaq (the “Staff”) notified the Company that it no longer complied with its obligation to filed periodic reports in accordance with Listing Rule 5250(c)(1) since the Company failed to file its Form 20-F for the year ended December 31, 2025 (the “Form 20-F”). The Company had previously submitted a compliance plan to the Staff of Nasdaq, however, as a result of its failure to regain compliance with the Rule, Nasdaq informed the Company, that, as set forth in Listing Rule 5810(c)(2)(A), the Company is no longer eligible for the Staff to accept and review a plan of compliance with respect to the delinquent Form 20-F. As such, this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market. Accordingly, the Company was notified that its ordinary shares would be delisted from the Nasdaq Global Market, unless the Company requests an Appeal to the Panel by September 22, 2026, which the Company will do.

There can be no assurance that upon the Appeal hearing, the Panel will determine to allow the continued listing of the Company's securities on the Nasdaq Global Market. However, the Company believes that its currently improved financial position will support the continued listing of its securities, which will remain trading pending the Appeal hearing.

About Gauzy

Gauzy Ltd. is a fully-integrated light and vision control company, focused on the research, development, manufacturing, and marketing of vision and light control technologies that are developed to support safe, sustainable, comfortable, and agile user experiences across various industries. Headquartered in Tel Aviv, Israel, the company has additional subsidiaries and entities based in Germany, France, the United States, Canada, China, Singapore, and the United Arab Emirates. Gauzy serves leading brands across aeronautics, automotive, and architecture in over 60 countries through direct fulfillment and a certified and trained distribution channel.

Cautionary Statement Regarding Forward-Looking Statements

 This press release contains forward-looking statements. Forward-looking statements contained in this press release include, but are not limited to, statements regarding Gauzy’s strategic and business plans, technology, relationships, objectives and expectations for its business, growth, the impact of trends on and interest in its business, intellectual property, products and its future results, operations and financial performance and condition and may be identified by the use of words such as “may,” “seek,” “will,” “consider,” “likely,” “assume,” “estimate,” “expect,” “anticipate,” “intend,” “believe,” “do not believe,” “aim,” “predict,” “plan,” “project,” “continue,” “potential,” “guidance,” “objective,” “outlook,” “trends,” “future,” “could,” “would,” “should,” “target,” “on track” or their negatives or variations, and similar terminology and words of similar import, generally involve future or forward-looking statements. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements reflect Gauzy’s current views, plans, or expectations with respect to future events and financial performance. They are inherently subject to significant business, economic, competitive, and other risks, uncertainties, and contingencies. Forward-looking statements are based on Gauzy’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict including, without limitation, the following: Gauzy’s ability to meet stock exchange continued listing standards and remain listed on Nasdaq, including the outcome of the Appeal; statements regarding its proposed Debt Settlement in Israel; statements regarding the French court-supervised reorganization proceedings (redressement judiciaire), the call for public tenders and related process, and the timing and potential outcomes of that process; Gauzy’s ability to secure funding in order to maintain and support its operations; the outcome of the insolvency proceedings commenced in France and the overall impact they may have on the Company’s operations and financial condition; Gauzy invests significant effort and capital seeking validation of its light and vision control products with OEMs and Tier 1 suppliers, mainly in the aeronautics and automobile markets, and there can be no assurance that it will win production models, which could adversely affect its future business, results of operations and financial condition; failure to make competitive technological advances will put Gauzy at a disadvantage and may lead to a negative operational and financial outcome; Gauzy being an early growth-stage company with a history of losses and its anticipation that it expects to continue to incur significant losses for the foreseeable future; its operating results and financial condition have fluctuated in the past and may fluctuate in the future; it is exposed to high repair and replacement costs; it may not be able to accurately estimate the future supply and demand for its light and vision control products, which could result in a variety of inefficiencies in its business and hinder its ability to generate revenue; if it fails to accurately predict its manufacturing requirements, it could incur additional costs or experience delays; the estimates and forecasts of market opportunity and market growth it provides may prove to be inaccurate, and it cannot assure that its business will grow at similar rates, or at all; it may be unable to adequately control the capital expenditures and costs associated with its business and operations; it may need to raise additional capital before it can expect to become profitable from sales of its light and vision control products, which such additional capital may not be available on acceptable terms, or at all, and failure to obtain this necessary capital when needed may force it to delay, limit or terminate its product development efforts or other operations; shortages in supply, price increases or deviations in the quality of the raw materials used to manufacture its products could adversely affect its sales and operating results; its business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by the ongoing conflict between Russia and Ukraine; it is subject to, and must remain in compliance with, numerous laws and governmental regulations across various countries concerning the manufacturing, use, distribution and sale of its light and vision control products, and some of its customers also require that it complies with other unique requirements relating to these matters; if it is unable to obtain, maintain and protect effective intellectual property rights for its products throughout the world, it may not be able to compete effectively in the markets in which it operates; the market price of its ordinary shares may be volatile or may decline steeply or suddenly regardless of its operating performance, and it may not be able to meet investor or analyst expectations; its indebtedness could adversely affect its ability to raise additional capital to fund operations, limit its ability to react to changes in the economy or its industry and prevent it from meeting its financial obligations; it has limited operating experience as a publicly traded company in the United States; conditions in Israel could materially and adversely affect its business; and any other risks and uncertainties, including, but not limited to, the risks and uncertainties in the Company’s reports filed from time to time with the SEC, including, but not limited to, the risks detailed in the Company’s Annual Report on Form 20-F filed with the SEC on March 11, 2025. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. The inclusion of forward-looking statements in this or any other communication should not be considered as a representation by Gauzy or any other person that current plans or expectations will be achieved. Forward-looking statements speak only as of the date on which they are made, and Gauzy undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as otherwise required by law.

Contacts

Media:

Amanda Yevdaev, EVP Marketing

Gauzy Ltd.

PR@gauzy.com

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE, DATED SEPTEMBER 21, 2026 18.5 KB