MIND C.T.I. (NASDAQ: MNDO) faces Nasdaq $1 bid-price deficiency deadline

Rhea-AI Filing Summary

MIND C.T.I. Ltd. reported that it received a Nasdaq notice on June 23, 2026 stating it no longer meets the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1), after its ordinary shares closed below $1 for 30 consecutive business days from May 8 to June 22, 2026.

The company has 180 calendar days, until December 21, 2026, to regain compliance, which can occur if the closing bid is at least $1 for ten consecutive business days or through a reverse stock split completed at least ten business days before that date. The shares remain listed and trading on Nasdaq under symbol “MNDO” during this period, but failure to cure the deficiency could ultimately lead to delisting.

Positive

• None.

Negative

• Nasdaq minimum bid deficiency and delisting risk: MIND C.T.I. no longer meets Nasdaq’s $1 minimum bid price rule after 30 consecutive trading days below $1, creating a defined 180-day cure window and potential future delisting if compliance is not regained.

Insights

Equity listing and compliance analyst

Nasdaq bid-price deficiency raises listing risk for MIND C.T.I.

MIND C.T.I. Ltd. has fallen out of compliance with Nasdaq’s $1 minimum bid rule after 30 straight days below that level. The company now has a 180-day window, ending December 21, 2026, to restore its share price.

Compliance can be regained if the closing bid reaches at least $1 for ten consecutive business days or via a reverse stock split completed ten business days before the deadline. Both paths focus on price, not fundamentals, so underlying business performance remains a separate question.

If compliance is not restored and no extension is granted, Nasdaq may proceed toward delisting, which typically shifts trading to less liquid markets. Investors relying on a Nasdaq listing should pay particular attention to any future company actions on price compliance before the December 21, 2026 deadline.

Key Figures

Nasdaq minimum bid price: $1 per share Non-compliance period: 30 consecutive business days Compliance window: 180 calendar days +2 more

5 metrics

Nasdaq minimum bid price $1 per share Threshold under Nasdaq Listing Rule 5450(a)(1)

Non-compliance period 30 consecutive business days Below $1 from May 8–June 22, 2026

Compliance window 180 calendar days From June 23, 2026 notice to December 21, 2026

Price cure condition 10 consecutive business days Closing bid at or above $1 to regain compliance

Reverse split timing 10 business days before Dec 21, 2026 Latest date to complete reverse stock split for cure

Key Terms

Minimum Bid Price Requirement, Nasdaq Listing Rule 5450(a)(1), reverse stock split, Compliance Period, +1 more

5 terms

Minimum Bid Price Requirement regulatory

"the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5450(a)(1)"

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 Listing Rule 5450(a)(1) regulatory

"set forth in Nasdaq Listing Rule 5450(a)(1), which requires listed securities to maintain a minimum bid price of $1 per share"

Nasdaq Listing Rule 5450(a)(1) is a continued-listing standard that sets a minimum share price companies must maintain to remain listed on the Nasdaq market—commonly a $1.00 per-share threshold. Investors care because falling below that floor can trigger a compliance review and possible delisting, which is like failing a minimum grade and losing access to the public market; delisting can reduce liquidity, visibility and the ability to raise capital.

reverse stock split financial

"The Company can also choose to implement a reverse stock split."

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Compliance Period regulatory

"a compliance period of 180 calendar days after receipt of the Letter, or until December 21, 2026 (the “Compliance Period”)"

A compliance period is a defined stretch of time during which a company must meet specific legal, regulatory, or contractual rules and reporting requirements. Think of it like a scheduled inspection window or a homework deadline: failing to satisfy the rules within that window can trigger fines, restrictions, or extra oversight, so investors watch compliance periods as signals of near-term legal risk, potential costs, and impacts on a company’s operations or cash flow.

delisting regulatory

"the Nasdaq's staff will notify the Company that its ordinary shares will be subject to delisting."

Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.

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Form 6-K: How Foreign Companies Report to the SEC →

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

F O R M 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of June, 2026
Commission File Number: 000-31215

MIND C.T.I. LTD.

(Translation of registrant's name into English)

2 HaCarmel St., Yoqneam Illit 2066724, Israel

(Address of principal executive offices)

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

Form 20-F ☒                      Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): N/A

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): N/A

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ☐                      No ☒

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A

INCORPORATION BY REFERENCE

This Form 6-K is being incorporated by reference into the Registrant's Registration Statements on Form S-8 (Registration Nos. 333-181383, 333-117054, 333-100804 and 333-54632) filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Nasdaq Letter

On June 23, 2026, MIND CTI Ltd. (the “Company”) received a letter (“Letter”) from The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is no longer in compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5450(a)(1), which requires listed securities to maintain a minimum bid price of $1 per share (the “Minimum Bid Price Requirement”). According to the Letter, based upon the closing bid price of the Company’s ordinary shares for the last 30 consecutive business days, from May 8, 2026 to June 22, 2026, the Company no longer meets this requirement.

The Nasdaq Listing Rules provide the Company a compliance period of 180 calendar days after receipt of the Letter, or until December 21, 2026 (the “Compliance Period”), to regain compliance with the Minimum Bid Price Requirement. The Company can regain compliance, if at any time during the Compliance Period, the closing bid price of the Company’s ordinary shares is at least $1 for a minimum of ten consecutive business days, in which case the Company will be provided with a written confirmation of compliance, and this matter will be closed. The Company can also choose to implement a reverse stock split. If so, it must complete the reverse stock split no later than ten business days prior to December 21, 2026, in order to regain compliance. In the event the Company does not regain compliance by the end of the Compliance Period, the Company may then be eligible for an additional period to regain compliance. If it appears to Nasdaq’s staff that the Company will not be able to cure the deficiency by the end of the Compliance Period, or if the Company is otherwise not eligible for an additional compliance period, the Nasdaq's staff will notify the Company that its ordinary shares will be subject to delisting.

The Company intends to actively monitor the closing bid price for its Ordinary Shares and will consider available options to resolve the deficiency and regain compliance with the Minimum Bid Price Rule. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Rule.

The Letter has no immediate effect on the listing of the Company's ordinary shares, and during the Compliance Period, as may be extended, the Company’s ordinary shares will continue to trade on Nasdaq under the symbol “MNDO.”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 24, 2026 By Order of the Board of Directors,
/s/ Monica Iancu
Title: Monica Iancu
Chair of the Board

FAQ

Why did MIND C.T.I. Ltd. (MNDO) receive a Nasdaq notice?

MIND C.T.I. received a Nasdaq notice because its ordinary shares closed below the required $1 minimum bid price for 30 consecutive business days from May 8 to June 22, 2026. This violated Nasdaq Listing Rule 5450(a)(1) for continued listing.

How long does MIND C.T.I. (MNDO) have to regain Nasdaq bid price compliance?

The company has a 180-day compliance period ending December 21, 2026. During this time, it must restore its closing bid price to at least $1 for a required stretch of trading days or face possible delisting proceedings if it cannot cure the deficiency.

How can MIND C.T.I. Ltd. regain compliance with Nasdaq’s $1 bid requirement?

MIND C.T.I. can regain compliance if its ordinary shares close at or above $1 for at least ten consecutive business days. It may also choose to implement a reverse stock split, completed no later than ten business days before December 21, 2026.

Does the Nasdaq notice immediately affect trading in MNDO shares?

The notice has no immediate effect on trading. MIND C.T.I.’s ordinary shares will continue to trade on Nasdaq under the symbol “MNDO” during the 180-day compliance period, and any extension, while the company attempts to resolve the bid price deficiency.

What happens if MIND C.T.I. (MNDO) fails to regain Nasdaq compliance by December 21, 2026?

If the company does not regain compliance by December 21, 2026, it may be eligible for an additional compliance period. If Nasdaq staff believes the deficiency cannot be cured or no extension applies, they may move to delist the ordinary shares from Nasdaq.

What actions does MIND C.T.I. plan regarding the Nasdaq bid price issue?

MIND C.T.I. stated it intends to actively monitor the closing bid price of its ordinary shares and consider available options, including a possible reverse stock split. However, it cautioned there is no assurance it will successfully regain compliance with the minimum bid price rule.