Fractyl Health faces Nasdaq delisting notice, intends to seek hearing

Fractyl Health (Nasdaq: GUTS) received a September 10 letter from Nasdaq notifying it that its securities are subject to delisting for unresolved minimum bid-price noncompliance unless it timely requests a hearing before a Nasdaq Hearings Panel. The company disclosed the notice in a Form 8-K filed September 11 and said it intends to make that request.

Grace period ends without compliance

The September 10 letter follows an earlier warning on March 13, 2026, when Nasdaq Listing Qualifications notified Fractyl Health that its common stock did not satisfy the Nasdaq Global Market’s minimum bid-price requirement. According to the company’s September 11 Form 8-K, the bid price had remained below $1.00 per share for the preceding 30 consecutive business days, putting it out of compliance with Nasdaq Listing Rule 5450(a)(1).

Fractyl received a 180-calendar-day grace period under Rule 5810(c)(3)(A). It did not regain compliance by September 9. Nasdaq’s letter the following day moved the matter to a delisting notice, with a timely hearing request available to challenge that outcome.

The disclosure appears under Item 3.01 of the Form 8-K, which covers delisting notices and failures to satisfy continued-listing standards. The filing’s accession number is 0001193125-26-389291. Its earliest reported event is September 10; the filing was signed and submitted on September 11. Those dates place the disclosure after the grace period expired, rather than describing a new Saturday development.

Hearing request is the next stated step

Fractyl said it intends to timely request a hearing before a Nasdaq Hearings Panel. The filing does not say that it has already submitted the request, that a hearing has been scheduled or that the Panel has reached a decision.

According to the filing, a hearing request will automatically stay any suspension or delisting. The company therefore expects its common stock to remain listed and traded on Nasdaq pending the conclusion of the hearings process. That expectation is tied to the intended hearing request; it is not a statement that Nasdaq has restored the company’s compliance.

For shareholders, the immediate distinction is between receiving a notice that securities are subject to delisting and an actual suspension or removal from the exchange. This filing reports the notice and management’s planned response. It does not establish that GUTS has already been delisted, suspended or halted.

The next procedural fact to establish is whether the company submits its hearing request on time. The filing provides no hearing date or Panel outcome, leaving the duration and resolution of that process uncertain.

A sustained bid-price recovery is required

Fractyl’s filing also describes the threshold for regaining compliance. Under the cited Rule 5810(c)(3)(H), its closing minimum bid price must be at least $1.00 per share for at least 10 consecutive business days. Nasdaq staff may require up to 20 consecutive business days at that level.

That makes the duration of any recovery relevant alongside the price threshold. A single closing bid at or above $1.00 would not satisfy the consecutive-day standard described in the filing. The disclosure does not identify a subsequent Nasdaq staff determination specifying the applicable duration within that 10-to-20-day window.

These are listing-compliance thresholds, not reported current trading prices. The Form 8-K facts supplied for this report do not establish a share-price reaction or trading volume following the notice.

Reverse-split proposal remains a possible compliance path

The company pointed to an August 24, 2026 proxy statement seeking stockholder approval to effect a reverse split of its outstanding common stock. The proposed ratio ranges from 1-for-5 to 1-for-15, with the stated purpose of regaining compliance with Nasdaq’s minimum bid-price requirement.

The September filing describes a proposal seeking approval. It does not establish that stockholders have approved the reverse split, that the company has selected a final ratio or that a split has taken effect. The proposed range should therefore be read as a possible compliance measure, not a completed change to the shares.

The hearing process and the reverse-split proposal address different parts of the situation described in the filing: a timely hearing request would stay suspension or delisting during the process, while the proposed split is intended to help address the bid-price deficiency. Neither the intended request nor the pending proposal establishes that compliance has been regained.

What remains unresolved is whether the hearing request is filed, how the Panel responds, and whether the reverse split receives approval and is implemented. The filing also leaves open whether the bid price can meet Nasdaq’s standard without a split. Those developments will determine the company’s next steps beyond the September 10 notice.