[8-K] PLUS THERAPEUTICS, Inc. Reports Material Event

Rhea-AI Filing Summary

Plus Therapeutics reported that Nasdaq's Listing Qualifications Department found it did not meet the minimum stockholders' equity requirement after the company reported a stockholders' deficit of ($23,641,000) for the period ended March 31, 2025. The Staff initially determined to delist the company's securities, and the company timely requested a hearing.

A Nasdaq Hearings Panel granted continued listing subject to two conditions: demonstrate compliance with the $2.5 million equity requirement by August 14, 2025 through a public filing describing transactions and indicating post-transaction equity (optionally including a balance sheet not older than 60 days with pro forma adjustments), and have the closing bid price meet or exceed $1.00 per share for 10 consecutive business days by September 8, 2025.

Positive

• Hearings Panel granted continued listing rather than immediate delisting, providing a pathway to retain Nasdaq listing.

Negative

• The company reported a stockholders' deficit of ($23,641,000), materially below Nasdaq's $2.5 million minimum equity requirement.
• Nasdaq's initial determination to delist created a material listing risk that remains unless the company meets two near‑term conditions: restoring equity by August 14, 2025 and achieving a $1.00 closing bid for 10 consecutive business days by September 8, 2025.

Insights

Financial Analyst

TL;DR Nasdaq granted a conditional stay; the company must cure a $23.6M equity deficit by Aug 14 and meet a $1.00 price test by Sep 8.

The filing discloses a material capital deficiency: a reported stockholders' deficit of ($23,641,000) triggered Nasdaq's delisting determination under the $2.5 million minimum equity rule. The Hearings Panel's decision avoids immediate delisting but imposes firm, near-term remediation deadlines requiring a public disclosure of transactions that will restore equity and an explicit price recovery test. Failure to satisfy either condition would revert to the Staff's initial delisting determination, making these cosmetic or structural transactions pivotal to the company's continued Nasdaq listing and investor liquidity.

Corporate Governance Expert

TL;DR The company secured a time‑limited cure pathway but must provide public documentation and evidence of sustainable compliance to retain listing.

The Panel's conditional relief emphasizes transparency: the company must file a public disclosure describing the transactions it will use to achieve compliance and may include a recent pro forma balance sheet. This requirement prioritizes shareholder disclosure about the nature and permanence of corrective actions. Meeting the equity threshold alone may not suffice without clear documentation demonstrating long‑term compliance, and the separate market‑price test ties governance remediation to market validation.

NASDAQ false 0001095981 0001095981 2025-08-13 2025-08-13

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): August 13, 2025

PLUS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-34375		33-0827593
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2710 Reed Road, Suite 160, Houston, Texas 77051

(Address of principal executive offices, with zip code)

(737) 255-7194

(Registrant’s telephone number, including area code)

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 (see General Instructions 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 Stock, par value $0.001		PSTV		The Nasdaq Capital Market

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 8.01 Other Events.

As previously disclosed, on June 3, 2025, the Nasdaq Listing Qualifications Department (the “Staff”) notified Plus Therapeutics, Inc. (the “Company”) that it was not in compliance with the requirement under Nasdaq Listing Rule 5550(b)(1) to maintain a minimum of $2.5 million in stockholders’ equity (the “Minimum Stockholders’ Equity Requirement”). The Company reported stockholders’ equity (deficit) of ($23,641,000) in its Quarterly Report on Form 10-Q for the period ended March 31, 2025, and, as a result, did not satisfy the Minimum Stockholders’ Equity Requirement. As a result, the Staff determined to delist the Company’s securities from Nasdaq, unless the Company timely requested an appeal of the Staff’s determination to a Hearings Panel (the “Panel”) pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Company timely requested a hearing, which hearing took place as scheduled on July 15, 2025.

On July 22, 2025, the Panel issued a decision granting the Company’s request for continued listing on Nasdaq, subject to the Company demonstrating compliance with (1) the Minimum Stockholders’ Equity Requirement by August 14, 2025 by filing a timely public disclosure describing the transactions undertaken by the Company to achieve compliance and demonstrate long-term compliance with the Minimum Stockholders’ Equity Requirement, and by providing an indication of its equity following those transactions, with the option of including in the public filing a balance sheet not older than 60 days with pro forma adjustments for any significant transactions or events occurring on or before the report date; and (2) Nasdaq Listing Rule 5550(a)(2) by having the closing bid price of the Company’s common stock meet or exceed $1.00 per share for a minimum of 10 consecutive business days on or before September 8, 2025.

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.

Date: August 13, 2025

PLUS THERAPEUTICS, INC.
By:		/s/ Marc H. Hedrick, M.D.
		Marc H. Hedrick, M.D. President and Chief Executive Officer

FAQ

What did Plus Therapeutics (PSTV) disclose about Nasdaq compliance?

The company disclosed Nasdaq found it did not meet the $2.5 million minimum stockholders' equity requirement and initially determined to delist without corrective action.

How large was Plus Therapeutics' reported equity deficit?

The company reported a stockholders' deficit of ($23,641,000) for the period ended March 31, 2025.

What conditions did the Hearings Panel impose to keep PSTV listed?

The Panel requires the company to demonstrate compliance with the $2.5 million equity requirement by August 14, 2025 via a public filing describing transactions and to have the closing bid price meet or exceed $1.00 for 10 consecutive business days by September 8, 2025.

What disclosure must the company file to show compliance?

The company must file a public disclosure describing the transactions undertaken to achieve compliance and provide an indication of post‑transaction equity; it may include a balance sheet not older than 60 days with pro forma adjustments.

What happens if Plus Therapeutics fails to meet the Panel's conditions?

If the company does not satisfy the Panel's conditions, Nasdaq's initial delisting determination would apply, which could lead to the company's securities being delisted from Nasdaq.