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Fractyl Health faces Nasdaq delisting notice

Fractyl Health faces a Nasdaq delisting proceeding over its sub‑$1.00 share price but plans a hearing request and a potential reverse split to seek compliance.

(Moderate)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Fractyl Health, Inc. (GUTS) reports that Nasdaq has notified the company its common stock is subject to delisting from the Nasdaq Global Market because it did not regain compliance with the $1.00 minimum bid price requirement within the 180-day grace period that ended September 9, 2026. The company plans to timely request a hearing before a Nasdaq Hearings Panel, which will automatically stay any suspension or delisting while the hearings process is pending, so the stock is expected to continue trading on Nasdaq during that time. Fractyl has already filed a proxy statement seeking shareholder approval for a reverse stock split at a ratio between 1-for-5 and 1-for-15 as a potential way to restore compliance by achieving a closing bid of at least $1.00 per share for the required 10 to 20 consecutive business days.

Positive

  • None.

Negative

  • Nasdaq delisting risk: GUTS failed to meet the $1.00 minimum bid price for 30 consecutive business days and did not regain compliance within the 180-day grace period ending September 9, 2026, leading Nasdaq to initiate a process to delist the company’s securities.
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.
Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5450(a)(1) continued listing standard
Consecutive days below $1.00 triggering deficiency 30 business days Period during which GUTS traded below the minimum bid price
Grace period length 180 calendar days Time allowed to regain compliance ending September 9, 2026
Initial deficiency notice date March 13, 2026 Date Nasdaq first notified Fractyl Health of non-compliance
Delisting notice date September 10, 2026 Date Nasdaq stated the securities are subject to delisting
Required compliant trading period 10–20 consecutive business days Days at or above $1.00 closing bid to regain compliance
Proposed reverse split ratio range 1-for-5 to 1-for-15 Range in proxy seeking stockholder approval filed August 24, 2026
Minimum Bid Price Requirement market
"not in compliance with Nasdaq Listing Rule 5450(a)(1) for continued listing"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Nasdaq Global Market market
"for continued listing on the Nasdaq Global Market, as the minimum bid"
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.
Nasdaq Hearings Panel regulatory
"subject to delisting from Nasdaq unless the Company timely requests a hearing"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
reverse split financial
"to effect a reverse split of the Company’s outstanding common stock"
A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.
emerging growth company regulatory
"Emerging growth company Item 3.01 Notice of Delisting"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

Why did Fractyl Health (GUTS) receive a Nasdaq delisting notice?

Fractyl Health received a Nasdaq notice because its common stock’s minimum bid price stayed below $1.00 per share for 30 consecutive business days and the company did not regain compliance within the 180-day grace period that ended on September 9, 2026.

Is Fractyl Health’s GUTS stock being delisted from Nasdaq now?

Not immediately. Nasdaq notified Fractyl Health on September 10, 2026 that its securities are subject to delisting, but the company intends to request a hearing. That hearing request will automatically stay any suspension or delisting while the hearings process is ongoing.

What must Fractyl Health (GUTS) do to regain Nasdaq bid price compliance?

To regain compliance with Nasdaq Listing Rule 5450(a)(1), the company’s common stock must have a closing minimum bid price of at least $1.00 per share for at least 10 consecutive business days and up to 20 consecutive business days at Nasdaq staff’s discretion.

What reverse split is Fractyl Health proposing to help GUTS regain compliance?

On August 24, 2026, Fractyl Health filed a proxy statement seeking stockholder approval to effect a reverse split of its outstanding common stock at a ratio between 1-for-5 and 1-for-15, intended as a potential means to meet the minimum bid price requirement.

When did Nasdaq first notify Fractyl Health (GUTS) about the bid price deficiency?

Nasdaq’s Listing Qualifications Department first notified Fractyl Health on March 13, 2026 that its common stock was not in compliance with the Minimum Bid Price Requirement because the stock traded below $1.00 per share for 30 consecutive business days.

Will Fractyl Health’s GUTS shares continue trading on the Nasdaq Global Market?

Fractyl Health expects its common stock to continue to be listed and traded on the Nasdaq Global Market while it requests and pursues a hearing before the Nasdaq Hearings Panel, because that hearing request will stay any suspension or delisting during the process.

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

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Learn about SEC filing dates
false000157261600015726162026-09-102026-09-10

 

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): September 10, 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.

As previously disclosed, 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 (the “Minimum Bid Price Requirement”). As the Company did not regain compliance with the Minimum Bid Price Requirement within the 180-calendar day grace period set forth by Nasdaq Listing Rule 5810(c)(3)(A), by September 9, 2026, Nasdaq notified the Company by letter dated September 10, 2026, that the Company’s securities are subject to delisting from Nasdaq unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the “Panel”).

 

The Company intends to timely request a hearing before the Panel. The hearing request will automatically stay any suspension or delisting of the Company’s securities and, as a result, the Company expects that its common stock will continue to be listed and traded on Nasdaq pending the conclusion of the hearings process.

Pursuant to Listing Rule 5810(c)(3)(H), in order to regain compliance with the Minimum Bid Price Requirement, the closing minimum bid price of the Company’s common stock must be at least $1.00 per share for at least 10 consecutive business days and up to 20 consecutive business days, at Nasdaq staff’s discretion. On August 24, 2026, the Company filed a proxy statement seeking approval by its stockholders to effect a reverse split of the Company’s outstanding common stock at a ratio ranging from 1-for-5 and 1-for-15 in order to regain compliance with the Minimum Bid Price Requirement.

 

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K (this “Current Report”) contains certain 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, which statements are subject to considerable risks and uncertainties. The Company intends such forward-looking statements to be covered by the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this Current Report, including statements about the Company’s beliefs and expectations, are “forward-looking statements” and should be evaluated as such. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “suggest,” “will,” and similar expressions. Forward-looking statements in this Current Report include, without limitation, statements regarding the Company’s ability to regain or maintain compliance with the Minimum Bid Price Requirement. The Company has based these forward-looking statements on its current expectations and projections about future events. Forward-looking statements are subject to and involve risks, uncertainties, and assumptions that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements predicted, assumed or implied by such forward-looking statements, including, without limitation, risks, uncertainties and assumptions related to the trading price of the Common Stock, as well as the risks disclosed under Item 1A, “Risk Factors,” in the Company’s most recently Annual Report on Form 10-K filed with the Securities and Exchange Commission, as updated by the Company’s subsequently filed Quarterly Reports on Form 10-Q. This Current Report speaks as of the date indicated above. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. The Company expressly disclaims any obligation to update or revise any forward-looking statements found herein to reflect any future changes in the Company’s expectations of results or any future change in events, except as required by law.

 


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:

September 11, 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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