Nasdaq warns IO Biotech (NASDAQ: IOBT) on $50M market value rule

Rhea-AI Filing Summary

IO Biotech, Inc. reported that Nasdaq has notified the company it is not meeting the Nasdaq Global Select Market requirement that market value of listed securities be at least $50 million for 30 consecutive business days. This follows IO Biotech’s market value staying below that threshold.

The company has 180 calendar days, until August 11, 2026, to regain compliance. Nasdaq will consider the company compliant again if its market value of listed securities is at or above $50 million for at least ten consecutive business days during this period.

If IO Biotech does not regain compliance by the deadline, Nasdaq may initiate delisting of its common stock, though the company would have the opportunity to appeal under Nasdaq’s procedures. The notice does not immediately affect trading of IO Biotech’s shares, which continue on the Nasdaq Global Select Market.

Insights

Equity market structure analyst

Nasdaq non-compliance raises delisting risk if market value stays low.

IO Biotech has fallen out of compliance with the Nasdaq Global Select Market rule that its market value of listed securities stay at or above $50 million for 30 consecutive business days. This signals sustained market capitalization weakness relative to Nasdaq’s top-tier listing standards.

The company now has 180 calendar days, until August 11, 2026, to restore compliance by maintaining market value at or above $50 million for at least ten consecutive business days. Actual impact depends on whether market sentiment and valuation improve enough within this compliance window.

If compliance is not regained, Nasdaq can move to delist the common stock, though IO Biotech may appeal under Nasdaq’s procedures. Delisting would shift trading to a less prominent venue, potentially affecting liquidity and visibility, so subsequent company disclosures around strategy and capital markets plans will be important context.

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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

Date of Report (Date of earliest event reported): February 12, 2026

IO Biotech, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-41008		87-0909276
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Ole Maaløes Vej 3

DK-2200 Copenhagen N

Denmark

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: +45 7070 2980

N/A

(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, $0.001 par value per share		IOBT		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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On February 12, 2026, IO Biotech, Inc. (the “Company”) received notice (the “Notice”) from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with the continued listing requirements for The Nasdaq Global Select Market because the market value of the Company’s listed securities (“MVLS”) was below the minimum of $50 million for a period of 30 consecutive business days, as required by Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”).

The Notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Global Select Market, and the Company’s common stock will continue to trade on the Nasdaq Global Select Market.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided 180 calendar days from the date of the Notice, or until August 11, 2026 (the “Compliance Date”), to regain compliance with the MVLS Requirement. Nasdaq has indicated that the Company will regain compliance if the MVLS meets or exceeds $50 million for a minimum of ten consecutive business days during the 180-day compliance period. Nasdaq may however, in its discretion, require the Company to demonstrate compliance for a longer period.

If the Company does not regain compliance by the Compliance Date, Nasdaq has indicated that it would notify the Company in writing that the Company’s common stock is subject to delisting. At that time, the Company may be eligible to appeal any delisting determination in accordance with applicable Nasdaq procedures.

There can be no assurance that the Company will regain compliance with the MVLS Requirement or will otherwise comply with other applicable Nasdaq listing rules.

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.

				IO Biotech, Inc.
Date: February 13, 2026				By:		/s/ Mai-Britt Zocca
						Mai-Britt Zocca, Ph.D.
						Chief Executive Officer

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB