Nasdaq warns Outlook Therapeutics (OTLK) on sub-$1 share price and listing risk

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Outlook Therapeutics, Inc. received a notice from Nasdaq that its common stock has closed below $1.00 per share for the last 30 consecutive business days, failing to meet the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). The company’s stock remains listed on the Nasdaq Capital Market for now.

Outlook Therapeutics has 180 calendar days, until August 17, 2026, to regain compliance by having its closing bid price at or above $1.00 per share for at least ten consecutive business days. If it still does not comply, it may qualify for an additional 180-day period if it meets other initial listing standards and notifies Nasdaq that it intends to cure the deficiency, potentially through a reverse stock split.

If the company cannot regain compliance and is not granted or does not succeed in an extension, its common stock could be delisted from the Nasdaq Capital Market. Outlook Therapeutics states that it intends to actively monitor its share price and evaluate options to resolve the deficiency.

Positive

None.

Negative

Nasdaq minimum bid price deficiency and delisting risk: Outlook Therapeutics’ common stock traded below $1.00 for 30 consecutive business days, triggering a Nasdaq non-compliance notice and creating a clear risk of eventual delisting if compliance is not restored by August 17, 2026 or during any additional cure period.

Insights

Nasdaq bid-price deficiency creates delisting risk for Outlook Therapeutics.

The notice from Nasdaq means Outlook Therapeutics is below the $1.00 minimum bid requirement after 30 consecutive business days. The stock remains on the Nasdaq Capital Market, but it is now in a formal non-compliance period with a defined cure window.

The company has until August 17, 2026 to achieve a closing bid of at least $1.00 for ten consecutive business days. The rules also allow a potential second 180‑day period if it satisfies other initial listing standards and signals an intent to cure, including via a reverse stock split if needed.

If compliance is not regained and no further relief applies, Nasdaq may initiate delisting, which the company could appeal to a hearings panel. Actual impact on shareholders will depend on whether the company lifts its share price within the compliance window or resorts to measures like a reverse split under the Nasdaq framework.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

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 or transferred its listing to a different exchange.

Understanding 8-K Material Events →

02/18/2026 - 05:01 PM

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 18, 2026

Outlook Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37759	38-3982704
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

111 S. Wood Avenue, Unit #100 Iselin, New Jersey	08830
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (609) 619-3990

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 pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock		OTLK		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 18, 2026, Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), received a letter from the Listing Qualifications Staff (the “Nasdaq Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days, the bid price of the Company’s common stock had closed below $1.00 per share, the minimum closing bid price required by the continued listing requirements of Nasdaq Listing Rule 5550(a)(2).

The notification received has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until August 17, 2026 (the “Compliance Date”), to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of ten consecutive business days before the Compliance Date.

If the Company’s common stock does not achieve compliance by the Compliance Date, the Company may be eligible for an additional 180-day period to regain compliance if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement, and provides written notice to Nasdaq of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for the additional compliance period, and the Company does not regain compliance by the Compliance Date, the Nasdaq Capital Market will provide written notification to the Company that its common stock is subject to delisting. At that time, the Company may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq listing rules. However, there can be no assurance that, if the Company does appeal the delisting determination by Nasdaq to the panel, such appeal would be successful.

The Company intends to actively monitor the closing bid price of its common stock between now and the Compliance Date and will evaluate available options to resolve the deficiency and regain compliance with the minimum bid price rule.

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.

	Outlook Therapeutics, Inc.

Date: February 18, 2026	By:	/s/ Lawrence A. Kenyon
		Lawrence A. Kenyon
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq notice did Outlook Therapeutics (OTLK) receive?

Outlook Therapeutics received a Nasdaq notice that its common stock failed to meet the $1.00 minimum bid price for 30 consecutive business days, putting the company out of compliance with Nasdaq Listing Rule 5550(a)(2) while its shares remain listed on the Nasdaq Capital Market.

How long does Outlook Therapeutics (OTLK) have to regain Nasdaq bid price compliance?

Outlook Therapeutics has 180 calendar days, until August 17, 2026, to regain compliance. It must achieve a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days within this period under Nasdaq Listing Rule 5810(c)(3)(A).

Can Outlook Therapeutics (OTLK) receive more time beyond August 17, 2026 to meet Nasdaq rules?

If the company is still non-compliant by August 17, 2026, it may receive an additional 180-day period if it meets market value and other initial listing standards and informs Nasdaq of its intention to cure the deficiency, potentially through a reverse stock split if necessary.

What happens if Outlook Therapeutics (OTLK) cannot regain Nasdaq compliance?

If Outlook Therapeutics fails to regain compliance and does not qualify for or succeed during any additional cure period, Nasdaq may notify the company that its common stock is subject to delisting. The company could then appeal the determination to a Nasdaq hearings panel under applicable rules.

How does Outlook Therapeutics (OTLK) plan to address the Nasdaq bid price deficiency?

Outlook Therapeutics states that it intends to actively monitor the closing bid price of its common stock through the compliance period and evaluate available options, which may include measures permitted by Nasdaq rules to resolve the minimum bid price deficiency.

Filing Exhibits & Attachments

3 documents