[8-K] Nordson Corp Reports Material Event

Rhea-AI Filing Summary

Salarius Pharmaceuticals, Inc. ("SLRX") filed an 8-K to report that on 10 July 2025 it received a decision from the Nasdaq Hearings Panel granting additional time to regain listing compliance.

• Equity Standard – Rule 5550(b)(1): deadline extended from early-July to late-July 2025.
• Minimum Bid Price – Rule 5550(a)(2): deadline remains early-August 2025.

Background events include a March 26 2025 notice that stockholders’ equity fell below the required threshold and an April 23 2025 delisting notice for trading below the $1.00 bid-price minimum for 30 consecutive business days. Because Salarius completed a reverse stock split within the prior year, it was ineligible for the usual 180-day cure period.

The company appealed, automatically staying delisting. A prior extension was granted on 11 June 2025; the latest ruling lengthens only the equity-compliance deadline and is contingent on milestone reporting. Failure to meet either requirement by the new dates is expected to lead to suspension and delisting from The Nasdaq Capital Market.

No operating results, financing transactions, or strategic updates were provided; the filing focuses solely on Nasdaq listing status.

Positive

• Additional Nasdaq extension defers immediate delisting, giving management extra time to address equity and bid-price deficiencies.

Negative

• Continued non-compliance with both equity and minimum bid-price rules keeps SLRX at high risk of delisting within weeks.
• Reverse stock split history removed eligibility for standard 180-day cure period, limiting flexibility.

Insights

Securities Analyst

TL;DR: Extension buys weeks of time, but SLRX must quickly lift equity and share price or face delisting.

Nasdaq’s extra window removes the immediate delisting threat, yet the company now has roughly two to four weeks to satisfy both the Equity Standard and the $1.00 bid-price requirement. The repeat non-compliance, reverse split history, and compressed timetable highlight lingering balance-sheet and market-valuation weakness. Without capital infusion or sustained price appreciation, the probability of delisting remains material, tempering any short-term relief the extension offers.

Corporate Governance Expert

TL;DR: Panel’s conditional relief reflects confidence in remediation plan but keeps delisting trigger intact.

The Hearings Panel’s decision suggests Salarius presented a credible path to compliance, yet the ruling is expressly contingent on achieving and reporting milestones. The board must now demonstrate effective oversight of equity improvements—often via capital raises, asset sales, or cost controls—while avoiding actions that could erode shareholder value. Governance focus will shift to transparent progress reporting ahead of the late-July and early-August checkpoints.

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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): July 10, 2025

NORDSON CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Ohio			000-07977			34-0590250
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification Number)

28601 Clemens Road

Westlake, Ohio 44145

(Address of Principal Executive

Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: 440-892-1580

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 (see General Instruction A.2. below):

☐			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 Shares, without par value

NDSN

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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 14, 2025, Nordson Corporation (“Nordson” or the “Company”) appointed Joseph M. Rutledge as Vice President and Chief Accounting Officer of the Company. In this role, Mr. Rutledge will serve as Nordson’s principal accounting officer overseeing the Company’s accounting operations and financial reporting functions.

Mr. Rutledge, age 46, spent the past 15 years at Eaton Corporation (NYSE: ETN), a multinational intelligent power management company. Most recently, he served since May 2021 as vice president and assistant controller and was responsible for Eaton’s consolidated financial statements, the company’s internal control framework, and shared service accounting centers positioned throughout the world. Prior to that, Mr. Rutledge served in various critical financial positions for Eaton, with responsibility for forecast, planning and analysis (FP&A) within Eaton’s business sectors, as well as serving as VP of financial accounting and reporting where he oversaw accounting and due diligence for acquisitions and divestitures and partnered with treasury on cash flow forecasting. Prior to joining Eaton, Joe spent eight years as a manager of audit and enterprise risk services for Deloitte.

There are no family relationships between Mr. Rutledge and any director or executive officer of the Company. Additionally, there are no transactions involving Mr. Rutledge that would require disclosure under Item 404(a) of Regulation S-K.

On July 10, 2025, Stephen Shamrock ceased to serve as Vice President and Chief Accounting Officer and separated from the Company.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

						NORDSON CORPORATION
Date:			7/14/2025			By:			/s/ Jennifer L. McDonough
									Jennifer L. McDonough
									Executive Vice President, General Counsel & Secretary

FAQ

Why did Nasdaq grant Salarius (SLRX) an extension?

The Hearings Panel provided more time for Salarius to regain compliance with the Equity Standard and Minimum Bid Price rules after reviewing the company’s appeal.

What are the new Nasdaq compliance deadlines for SLRX?

Salarius must meet the Equity Standard by late-July 2025 and the $1.00 minimum bid price by early-August 2025.

What happens if Salarius misses the new deadlines?

Failure to comply is expected to result in suspension and delisting of Salarius common stock from The Nasdaq Capital Market.

Why was Salarius ineligible for the usual 180-day bid-price cure period?

The company executed a reverse stock split within the prior 12 months, which disqualified it from the standard grace period under Nasdaq Rule 5810(c)(3)(A)(iv).

Does the 8-K include financial results or new fundraising details?

No. The filing solely addresses Nasdaq listing compliance matters and does not disclose financial results or capital-raising activities.