NYSE warns Local Bounti (NYSE: LOCL) on $50M market cap listing breach
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Local Bounti Corporation received a notice from the New York Stock Exchange that it is not in compliance with the NYSE’s Minimum Market Capitalization Standard, because its average global market capitalization over 30 trading days and its last reported stockholders’ equity were each below $50 million.
The company has 45 days from February 5, 2026 to submit a plan showing how it will regain compliance within a nine‑month cure period. If the NYSE accepts the plan, Local Bounti’s shares may continue trading during this period, subject to ongoing review, but failure to submit or execute an acceptable plan could lead to suspension and delisting.
The notice does not immediately affect trading, and the company states it is considering all available options, while cautioning there is no assurance it will maintain its NYSE listing.
Positive
- None.
Negative
- NYSE noncompliance and delisting risk: Local Bounti’s average global market capitalization and last reported stockholders’ equity each fell below $50 million, triggering an NYSE deficiency notice. If it cannot present and execute an acceptable cure plan within the nine‑month period, its common stock may be suspended and delisted.
Insights
NYSE noncompliance raises real delisting risk if Local Bounti cannot cure within nine months.
Local Bounti has fallen below the NYSE’s
The company has 45 days from
Common stock continues to trade during the cure period, but the company explicitly warns it cannot assure success in regaining compliance. Future disclosures about any capital actions or strategic steps to address market capitalization and equity levels will be key to understanding how this listing risk evolves.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 5, 2026
LOCAL BOUNTI CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| | |||||||||||
| (Address of principal executive offices, including zip code) | |||||||||||
Registrant’s telephone number, including area code: (800 ) 640-4016
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5, 2026, Local Bounti Corporation (the “Company”) received a written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with the continued listing standards set forth in Rule 802.01B of the NYSE Listed Company Manual (the “Minimum Market Capitalization Standard”) because its average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its last reported stockholders’ equity was less than $50 million.
As required by the NYSE, the Company intends to timely notify the NYSE of its intent to cure the deficiency and restore its compliance with the Minimum Market Capitalization Standard. In accordance with applicable NYSE procedures, the Company has 45 days from receipt of the Notice to submit a plan advising the NYSE of the definitive action(s) the Company has taken, or is taking, that would bring it into compliance with the Minimum Market Capitalization Standard within nine months of receipt of the Notice (the “Market Capitalization Cure Period”). The Company intends to develop and submit a plan to bring it into compliance with the Minimum Market Capitalization Standard within the required timeframe by pursuing measures that are in the best interests of the Company and its stockholders. The NYSE will review the plan and, within 45 days of its receipt, determine whether the Company has made a reasonable demonstration of an ability to conform to the relevant standards during the Market Capitalization Cure Period. If the NYSE accepts the plan, the Company’s common stock will continue to be listed and traded on the NYSE during the Market Capitalization Cure Period, subject to the Company’s compliance with other NYSE continued listing standards and continued quarterly review by the NYSE of the Company’s progress with respect to its plan. If the plan is not submitted on a timely basis, is not accepted by the NYSE or if the NYSE determines that the Company is not making sufficient progress on the plan during the Market Capitalization Cure Period, the NYSE could initiate suspension and delisting proceedings prior to the end of the Market Capitalization Cure Period.
The Notice has no immediate impact on the listing of the Company’s common stock, which will continue to trade on the NYSE during the Market Capitalization Cure Period. The Company is considering all available options to regain compliance with the Minimum Market Capitalization Standard. The Company can provide no assurances that it will be able to satisfy any of the steps outlined above and maintain the listing of its common stock on the NYSE.
Item 7.01 Regulation FD Disclosure.
On February 5, 2026, the Company issued a press release announcing it had received the Notice from the NYSE. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished under this Item 7.01, including Exhibit 99.1, will not be deemed “filed” for 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, and will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events, such as any potential plans of the Company to cure the Minimum Market Capitalization Standard and stockholders’ equity deficiency. In some cases, you can identify these forward-looking statements by the use of terms such as “expect,” “will,” “continue,” “believe,” “estimate,” “project,” “intend,” “should,” “is to be,” or similar expressions, and variations or negatives of these words, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. We have based these forward-looking statements on our current expectations and assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, many of which are beyond our control, including the Company’s ability to regain compliance with the Minimum Market Capitalization Standard within the Market Capitalization Cure Period, the Company’s ability to continue to comply with applicable listing standards of the NYSE, and the other factors under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2025, and in other filings that the Company has made and may make with the SEC in the future. All of the forward-looking statements made in this Current Report on Form 8-K are qualified by these cautionary statements. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or our business or operations. Such statements are not intended to be a guarantee of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which are made only as of the date of this Current Report on Form 8-K. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
(d) Exhibits.
Exhibit No. | Description | ||||
99.1 | Press release dated February 11, 2026 | ||||
104 | Cover Page Interactive Data File (formatted as inline XBRL) | ||||
SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Local Bounti Corporation | |||||
/s/ Kathleen Valiasek | |||||
Name: Kathleen Valiasek | |||||
Title: President and Chief Executive Officer | |||||
Date: February 11, 2026
Exhibit 99.1
Local Bounti Receives Continued Listing Standard Notice from NYSE
HAMILTON, MT – February 11, 2026 – Local Bounti Corporation (NYSE: LOCL) (“Local Bounti” or the “Company”), a breakthrough U.S. indoor agriculture company, today announced that on February 5, 2026, it received a notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that it is not in compliance with the NYSE continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual (the “Minimum Market Capitalization Standard”) due to the fact that the Company’s average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its stockholders’ equity was less than $50 million.
In accordance with NYSE procedures, the Company intends to notify the NYSE that it plans to submit a plan within 45 days of receipt of the Notice advising the NYSE of definitive action it has taken, or is taking, to bring it into compliance with the Minimum Market Capitalization Standard within nine months of receipt of the Notice (the “Market Capitalization Cure Period”). Any plan submitted by the Company to regain compliance would be subject to NYSE approval.
The Notice has no immediate impact on the listing of the Company’s common stock, which will continue to trade on the NYSE during the Market Capitalization Cure Period. The Company is considering all available options to regain compliance with the NYSE continued listing standards. The Company can provide no assurances that it will be able to satisfy any of the steps outlined above and maintain the listing of its shares on the NYSE.
About Local Bounti
Local Bounti is redefining indoor farming with an innovative method – its patented Stack & Flow Technology® – that significantly improves crop turns, increases output and improves unit economics. Local Bounti operates advanced indoor growing facilities across the United States, servicing approximately 13,000 retail doors. Local Bounti grows healthy food utilizing a hybrid approach that integrates the best attributes of controlled environment agriculture with natural elements. Local Bounti’s sustainable growing methods are better for the planet, using 90% less land and 90% less water than conventional farming methods. With a mission to ‘revolutionize agriculture, ensuring accessibility to fresh, sustainable, locally grown produce and nourishing communities everywhere for generations to come,’ Local Bounti’s food is fresher, more nutritious, and lasts longer than traditional agriculture. To find out more, visit localbounti.com or follow Local Bounti on LinkedIn for the latest news and developments.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify these forward-looking statements by the use of terms such as “expect,” “will,” “continue,” “believe,” “anticipate,” “estimate,” “project,” “intend,” “should,” “is to be,” or similar expressions, and variations or negatives of these words, but the absence of these words does not mean that a statement is not forward-looking. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, statements regarding the Company’s ability to regain compliance with the Minimum Market Capitalization Standard within the Market Capitalization Cure Period and the Company’s ability to continue to comply with applicable listing standards of the NYSE. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from results expressed or implied in this press release. The following factors, among others, could cause actual results to differ materially from those
described in these forward-looking statements: Local Bounti’s ability to continue as a going concern and the risk that Local Bounti will fail to obtain additional necessary capital when needed on acceptable terms or at all; Local Bounti’s ability to generate significant revenue; restrictions and covenants contained in Local Bounti’s debt facility agreements with Cargill Financial Services International, Inc. and Local Bounti’s ability to comply therewith; the risk that the concentrated ownership of our common stock will prevent other stockholders from influencing significant decisions; the risk that Local Bounti may never achieve or sustain profitability; the risk that Local Bounti could fail to effectively manage its future growth; Local Bounti’s ability to complete the build out of its current or additional facilities in the future; Local Bounti’s reliance on third parties for construction, the risk of delays relating to material delivery and supply chains, and fluctuating material prices; Local Bounti’s ability to scale its operations and decrease its cost of goods sold over time; the potential for damage to or problems with Local Bounti’s facilities; the impact that current or future acquisitions, investments or expansions of scope of existing relationships have on Local Bounti’s business, financial condition, and results of operations; unknown liabilities that may be assumed in acquisitions; Local Bounti’s ability to attract and retain qualified employees; Local Bounti’s ability to develop and maintain its brand or brands; Local Bounti’s ability to achieve its sustainability goals; Local Bounti’s ability to maintain its company culture or focus on its vision as it grows; Local Bounti’s ability to execute on its growth strategy; the risk of diseases and pests destroying crops; Local Bounti’s ability to compete successfully in the highly competitive markets in which it operates; Local Bounti’s ability to defend itself against intellectual property infringement claims or other litigation; Local Bounti’s ability to effectively integrate the acquired operations of any CEA or similar operations which it acquires into its existing operations; changes in consumer preferences, perception, and spending habits in the food industry; the risk that seasonality may adversely impact Local Bounti’s results of operations; Local Bounti’s ability to repay, refinance, restructure, or extend its indebtedness as it comes due; Local Bounti’s ability to comply with the continued listing requirements of the NYSE or timely cure any noncompliance thereof; and other risks and uncertainties indicated from time to time, including those under “Risk Factors” and “Forward-Looking Statements” in Local Bounti’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025, as supplemented by other reports and documents Local Bounti files from time to time with the SEC. Local Bounti cautions that the foregoing list of factors is not exclusive and cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date hereof. Local Bounti does not undertake or accept any obligation or undertaking to update or revise any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.
FAQ
Why did Local Bounti (LOCL) receive an NYSE continued listing notice?
Local Bounti received the notice because its average global market capitalization over a 30 trading-day period was under $50 million and its last reported stockholders’ equity was also under $50 million, violating the NYSE Minimum Market Capitalization Standard.
What is the cure period for Local Bounti’s NYSE listing deficiency?
Local Bounti has a nine-month Market Capitalization Cure Period starting from February 5, 2026. Within 45 days of that date, it must submit a detailed plan to the NYSE explaining actions to restore compliance with the $50 million market capitalization and equity requirement.
Does the NYSE notice immediately affect trading in Local Bounti stock?
The notice has no immediate impact on trading. Local Bounti’s common stock will continue to trade on the NYSE during the cure period, provided it meets other listing standards and the NYSE is satisfied with the company’s progress under any accepted compliance plan.
What happens if Local Bounti’s NYSE compliance plan is not accepted?
If Local Bounti fails to submit a timely plan, the NYSE does not accept the plan, or the company does not make sufficient progress during the cure period, the NYSE may initiate suspension and delisting proceedings against Local Bounti’s common stock before the end of the nine‑month window.
How does Local Bounti plan to address the NYSE listing deficiency?
Local Bounti states it intends to develop and submit a plan to regain compliance within the required timeframe and is considering all available options. However, it cautions that it can provide no assurances it will successfully complete the steps needed to maintain its NYSE listing.
What NYSE rule is Local Bounti currently not meeting?
Local Bounti is not meeting Rule 802.01B of the NYSE Listed Company Manual, referred to as the Minimum Market Capitalization Standard. This rule requires both average global market capitalization and last reported stockholders’ equity to be at least $50 million to maintain continued listing.
Filing Exhibits & Attachments
4 documents
LOCAL BOUNTI CORP
OTC:LOCLW
LOCLW Rankings
LOCLW Latest SEC Filings
Jan 28, 2026
[144] Local Bounti Corporation/DE SEC Filing
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[144] Local Bounti Corporation/DE SEC Filing
Jan 26, 2026
[144] Local Bounti Corporation/DE SEC Filing