Fractyl Health warned on Nasdaq listing compliance

Fractyl Health, Inc. has received a notice from Nasdaq that its common stock no longer meets the Nasdaq Global Market requirement for a minimum bid price of $1.00 per share, after trading below that level for 30 consecutive business days.

Rhea-AI Filing Summary

Fractyl Health, Inc. has received a notice from Nasdaq that its common stock no longer meets the Nasdaq Global Market requirement for a minimum bid price of $1.00 per share, after trading below that level for 30 consecutive business days.

The company has 180 calendar days, until September 9, 2026, to regain compliance by having its stock close at or above $1.00 for at least 10 consecutive business days. If it fails to do so, it may seek to transfer to the Nasdaq Capital Market, potentially using measures such as a reverse stock split, or face possible delisting, with a right to appeal.

Positive

• None.

Negative

• Nasdaq minimum bid-price noncompliance and delisting risk: Fractyl Health’s stock has traded below $1.00 for 30 consecutive business days, triggering a Nasdaq Global Market deficiency notice and starting a 180-day cure period, after which the shares could be transferred to the Nasdaq Capital Market or be subject to delisting if compliance is not regained.

Insights

Equity analyst

Nasdaq bid-price deficiency creates clear listing risk for Fractyl Health.

Fractyl Health has fallen out of compliance with the Nasdaq Global Market’s $1.00 minimum bid price rule after 30 consecutive business days below that level. The company now has a 180-day window, until September 9, 2026, to restore its bid price.

To regain compliance, the stock must close at or above $1.00 for at least 10 straight business days. If this does not occur, the company can apply to move to the Nasdaq Capital Market, paying a $5,000 transfer fee and meeting other listing standards apart from the bid-price rule.

The company indicates it will monitor its share price and may pursue options such as a reverse stock split or a market transfer. Actual outcomes will depend on whether the share price recovers sufficiently or Nasdaq accepts any proposed cure; otherwise, the shares could face delisting, subject to appeal.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

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, failed to satisfy a continued-listing rule or standard, or transferred its listing.

FAQ

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

What Nasdaq issue did Fractyl Health (GUTS) disclose in this 8-K?

Fractyl Health disclosed that Nasdaq notified the company its common stock no longer meets the Nasdaq Global Market’s minimum $1.00 bid-price requirement after 30 consecutive business days below that level, triggering a formal deficiency status and a defined period to regain compliance.

How long does Fractyl Health (GUTS) have to regain Nasdaq bid-price compliance?

Fractyl Health has 180 calendar days, until September 9, 2026, to regain compliance. Its common stock must close at or above $1.00 per share for at least 10 consecutive business days within this period to cure the Nasdaq minimum bid-price deficiency.

What happens if Fractyl Health (GUTS) cannot meet the $1.00 bid price requirement?

If Fractyl Health does not regain compliance within the 180-day period, it may apply to transfer its listing to the Nasdaq Capital Market or face possible delisting. Any delisting determination from Nasdaq could be appealed to a Hearings Panel under established procedures.

What options is Fractyl Health (GUTS) considering to address the Nasdaq deficiency?

Fractyl Health plans to monitor its minimum bid price and may pursue actions such as transferring to the Nasdaq Capital Market or effecting a reverse stock split. These steps are intended to help cure the bid-price deficiency and restore compliance with Nasdaq listing rules.

Does the Nasdaq notice immediately affect trading of Fractyl Health (GUTS) stock?

The notice has no present impact on the listing or trading of Fractyl Health’s common stock on the Nasdaq Global Market. Shares continue to trade under the current symbol while the company works within the 180-day window to regain compliance with the bid-price rule.

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

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Accepted by SEC EDGAR 03/17/2026 - 04:30 PM EDT Learn about SEC filing dates

0001572616false00015726162026-03-132026-03-13

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): March 13, 2026

Fractyl Health, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-41942	27-3553477
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3 Van de Graaff Drive Suite 200
Burlington, Massachusetts				01803
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 902-8800

(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, $0.00001 par value per share		GUTS		The Nasdaq Global Market

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 March 13, 2026, Fractyl Health, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5450(a)(1) for continued listing on the Nasdaq Global Market, as the minimum bid price of the Company’s common stock was less than $1.00 per share for the previous 30 consecutive business days. Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until September 9, 2026, to regain compliance with the rule referred to in this paragraph. To regain compliance, during this 180-day compliance period, the Company’s minimum bid price of listed securities must close at $1.00 per share or more for a minimum of 10 consecutive business days. The notice has no present impact on the listing of the Company’s securities on the Nasdaq Global Market.

If the Company does not regain compliance with the Nasdaq Listing Rules prior to the expiration of the 180-day compliance period, the Company may be eligible for additional time to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(ii) by transferring to the Nasdaq Capital Market. To qualify, the Company would need to submit a Transfer Application and a $5,000 application fee. In addition, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except the minimum bid price requirement. In addition, the Company would need to provide written notice to Nasdaq of its intention to cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary. As part of its review process, the Nasdaq staff will determine whether it believes the Company will be able to cure this deficiency. Should the Nasdaq staff conclude that the Company will not be able to cure the deficiency, or should the Company determine not to submit a Transfer Application or make the required representation, Nasdaq will provide notice that the Company’s shares of common stock will be subject to delisting.

If the Company does not regain compliance within the allotted compliance period(s), Nasdaq will provide notice that the Company’s shares of common stock will be subject to delisting. At such time, the Company may appeal the delisting determination to a Hearings Panel.

The Company intends to actively monitor its minimum bid price of listed securities and, as appropriate, will consider available options to resolve the deficiencies and regain compliance with the Nasdaq Listing Rules, including applying to transfer to the Nasdaq Capital Market or effecting a reverse stock split.

There can be no assurance that the Company will be successful in maintaining the listing of its common stock on the Nasdaq Global Market, or, if transferred, on the Nasdaq Capital Market.

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.

			Fractyl Health, Inc.
Date:	March 17, 2026	By:	/s/ Harith Rajagopalan
			Harith Rajagopalan, M.D., Ph.D. Co-Founder, Chief Executive Officer and Director (Principal Executive Officer)

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