Nasdaq bid-price warning for XBP Global Holdings (NASDAQ: XBPEW)

Rhea-AI Filing Summary

XBP Global Holdings, Inc. reported that it received a Nasdaq deficiency notice because the closing bid price of its common stock stayed below $1.00 for 30 consecutive business days from August 4 to September 15, 2025, violating Nasdaq’s minimum bid price rule. The company has a 180-day grace period, until March 16, 2026, to regain compliance by having its closing bid price at or above $1.00 for at least ten consecutive business days, a period Nasdaq may extend in certain cases. XBP notes that recent closing bid prices have been above $1.00 but cautions there is no assurance it will regain or maintain compliance. If it fails to do so, its stock could be delisted, though the company would have appeal rights. For now, the common stock and publicly traded warrants continue trading on the Nasdaq Capital Market under the symbols XBP and XBPW.

Positive

• None.

Negative

• Nasdaq minimum bid price noncompliance: XBP Global received a deficiency notice after its closing bid stayed below $1.00 for 30 consecutive business days, introducing a clear delisting risk if not cured.

Insights

Equity market structure & listing standards analyst

Nasdaq bid-price noncompliance raises listing risk but with a defined cure window.

XBP Global Holdings has fallen below Nasdaq’s $1.00 minimum bid requirement for 30 straight business days, triggering a formal deficiency notice. This signals that, while trading continues, the company is currently out of compliance with an important listing standard on the Nasdaq Capital Market.

The company has until March 16, 2026 to restore compliance by maintaining a closing bid of at least $1.00 for ten consecutive business days, and it may qualify for an additional 180-day period if other criteria are met. Management highlights that recent closing bid prices have been above the threshold but explicitly warns there is no assurance of regaining or maintaining compliance.

If compliance is not achieved within the allowed periods, Nasdaq could move to delist the shares, with the company retaining the right to appeal to a hearings panel. Actual impact on shareholders will hinge on whether the stock sustains a compliant bid level during the stated grace periods or faces potential transfer to another venue following any final delisting decision.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): September 16, 2025

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XBP Global Holdings, Inc.

(Exact name of registrant as specified in its charter)

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Delaware		001-40206		85-2002883
(State or other jurisdiction of incorporation or organization)	​	(Commission File Number)	​	(I.R.S. Employer Identification Number)

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6641 N. Belt Line Road, Suite 100 Irving, Texas		75061
(Address of principal executive offices)	​	(Zip Code)

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(844) 935-2832

Registrant’s telephone number, including area code

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Not Applicable

(Former name or former address, if changed since last report)

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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:

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☐	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))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share	​	XBP	​	The Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50	​	XBPEW	​	The Nasdaq Capital Market

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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. ☐

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

On September 16, 2025, XBP Global Holdings, Inc. (the “Company”) received a deficiency letter (the “Letter”) from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”). The Letter notified the Company that, for a period of 30 consecutive business days, the bid price for the Company’s common stock, $0.0001 par value per share (the “Common Stock”), had closed below the $1.00 per share minimum bid price requirement for continued listing on the Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) during the period August 4, 2025 to September 15, 2025.

It is important to note that the Nasdaq Minimum Bid Price Requirement is based on the closing bid price, which is the highest price a buyer has offered to pay for the stock at the 4:00 p.m. ET market close, as shown in Nasdaq’s official quotation system. This is distinct from the closing price, which represents the final price at which the stock was traded during the day. While the Company’s closing price exceeded $1.00 per share during the relevant 30-day period, the closing bid price remained below the $1.00 threshold, resulting in the deficiency notice.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a 180-calendar-day compliance period, ending on March 16, 2026 (the “Initial Compliance Period”), to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company’s Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during the Initial Compliance Period (Nasdaq may extend this ten-day period at its discretion, such as in cases of price volatility near the threshold, pursuant to Nasdaq Listing Rule 5810(c)(3)(H)).

The closing bid price of the Common Stock has been above the $1.00 threshold in recent trading sessions, which the Company believes provides a strong foundation for achieving compliance within the Initial Compliance Period. However, there can be no assurance that the Company will be able to regain or maintain compliance with the Minimum Bid Price Requirement or any other Nasdaq listing standard during the Initial Compliance Period.

If the Company does not regain compliance by March 16, 2026, it may be eligible for an additional 180-calendar-day compliance period (the “Second Compliance Period”), provided it meets all other applicable listing standards and notifies Nasdaq of its intent to cure the deficiency during the Second Compliance Period. If the Staff concludes that the Company will not be able to cure the deficiency, or if the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by the Staff, the Staff will provide written notice to the Company that the Common Stock will be subject to delisting. The Company may appeal such delisting determination to a Nasdaq Hearings Panel. However, there can be no assurance that such appeal would be successful.

The Company is actively monitoring the bid price of its Common Stock and evaluating all available options to address the deficiency. The Letter has no immediate effect on the listing of the Company’s Common Stock or its publicly traded warrants, which will continue to trade on the Nasdaq Capital Market under the symbols “XBP” and “XBPW,” respectively, at this time.

Cautionary Information Regarding Forward-Looking Statements

Certain statements included in this Current Report on Form 8-K are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “seem”, “seek”, “continue”, “future”, “will”, “expect”, “outlook” or other similar words, phrases or expressions. These forward-looking statements may include, but are not limited to, statements regarding the Company’s ability to regain compliance with the Minimum Bid Price Requirement within the required timeframe. These statements are based on the current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly, including those risks set forth in the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and other documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of such filings are available on the SEC’s website at www.sec.gov. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. The

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Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

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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.

Dated: September 22, 2025

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​	XBP GLOBAL HOLDINGS, INC.
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​	By:	/s/ Dejan Avramovic
​	​	Dejan Avramovic
​	​	Chief Financial Officer

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FAQ

What did XBP Global Holdings disclose in its 8-K related to XBPEW?

The company disclosed that it received a Nasdaq deficiency notice because the closing bid price of its common stock was below $1.00 for 30 consecutive business days, putting it out of compliance with the exchange’s minimum bid price rule.

How long does XBP Global Holdings (XBPEW) have to regain Nasdaq bid-price compliance?

XBP Global has an initial 180-day compliance period ending on March 16, 2026 to regain compliance by having its closing bid price at or above $1.00 for at least ten consecutive business days.

Can XBP Global Holdings (XBPEW) receive more time beyond March 16, 2026 to fix the bid price issue?

Yes. If it has met other listing standards and notifies Nasdaq of its plan to cure the deficiency, the company may be eligible for an additional 180-day compliance period, subject to Nasdaq’s determination.

What happens if XBP Global Holdings (XBPEW) does not regain bid-price compliance?

If the company does not regain compliance within the allowed period(s), Nasdaq Staff may notify it that the common stock is subject to delisting. XBP Global would then have the right to appeal that determination to a Nasdaq Hearings Panel.

Does the Nasdaq deficiency notice immediately affect trading in XBP Global’s stock and XBPEW warrants?

No. The notice has no immediate effect on trading. The common stock and publicly traded warrants will continue to trade on the Nasdaq Capital Market under the symbols XBP and XBPW while the company works through the compliance period.

Why did XBP Global Holdings receive a notice even though its closing price was above $1.00 at times?

The Nasdaq rule is based on the closing bid price, which reflects the highest bid at the close, not the last trade price. While the closing price exceeded $1.00 during the period, the closing bid price stayed below $1.00, causing the deficiency.