Canopy Growth gets Nasdaq notice over sub-$1 share price

What happened

Canopy Growth Corporation said in a Form 8-K filed October 16, 2026 that it received a written notice dated October 14, 2026 from the Listing Qualifications Department of the Nasdaq Stock Market. The notice states that the company is not in compliance with Nasdaq Listing Rule 5450(a)(1), because the closing bid price of its common shares on the Nasdaq Global Select Market was below $1.00 per share for the 30 consecutive business days before the letter.

Canopy Growth is a Canadian cannabis company. Its common shares trade on Nasdaq under the symbol CGC and are also listed on the Toronto Stock Exchange. The company reported annual revenue of $284.6 million for the period ending March 31, 2026.

The shares closed at $0.713 on the day the filing was made, down 3.13% from the prior close of $0.736, according to the price data accompanying the filing.

What the notice does and does not do

The filing states that the letter has no immediate effect on the listing or trading of the common shares on the Nasdaq Global Select Market. It also states that the letter does not affect the company's compliance status on the Toronto Stock Exchange.

Under Nasdaq Listing Rule 5810(c)(3)(A), the company has 180 calendar days from the date of the letter — until April 12, 2027 — to regain compliance with the minimum bid price requirement. To do so, the closing bid price of the common shares on the Nasdaq Global Select Market must be at least $1.00 per share for a minimum of ten consecutive business days during that period.

The filing states that if Canopy Growth chooses to implement a reverse stock split, it must complete it no later than ten business days before the compliance period ends in order to regain compliance.

The reverse split proposal already pending

The filing notes that on August 7, 2026, Canopy Growth filed a definitive proxy statement for its 2026 annual general and special meeting of shareholders. That meeting was convened and adjourned on September 25, 2026 because of a lack of quorum, and is now scheduled to be reconvened on Friday, October 23, 2026.

The proxy statement includes a proposal to amend the company's articles of incorporation to effect a share consolidation — commonly called a reverse stock split — at a ratio to be determined by the board of directors within a range of one post-consolidation share for every five to 15 outstanding pre-consolidation shares, at any time before October 23, 2027.

The filing states that there can be no assurance shareholders will approve the proposal, or that a share consolidation, if implemented, would increase the market price of the common shares at all or in proportion to the reduction in the number of shares outstanding.

What this means

A Form 8-K is the report a US-listed company files with the Securities and Exchange Commission when a significant event occurs between its quarterly and annual reports. Item 3.01 is the specific line item for a notice of delisting or a failure to satisfy a continued listing rule, or for the transfer of a listing. Filing this item is how the company satisfies its obligation to tell investors promptly that an exchange has flagged a listing problem.

Nasdaq's minimum bid price rule, Rule 5450(a)(1), requires a company's shares to trade at or above $1.00. It is not a measure of the company's finances or a judgment about its business; it is a mechanical threshold based on the closing bid price — the highest price a buyer is publicly offering to pay at the close. A bid price below $1.00 for 30 consecutive business days triggers the notice, which is what happened here.

Exchanges use the rule because very low-priced shares can be harder to trade and are sometimes associated with higher volatility and wider spreads. The rule is not itself a delisting: the notice begins a cure period. Nasdaq's standard cure period is 180 calendar days, and the company regains compliance simply by keeping its closing bid price at or above $1.00 for ten consecutive business days — no filing or application is required.

A reverse stock split is the common mechanical fix. It combines a set number of existing shares into one new share. If Canopy Growth used a ratio of, say, 10-to-1, a holder of 100 shares would end up with 10, and the price per share would be expected to rise roughly tenfold. The total value of a holder's position does not change in theory — the company's market value is the same, just divided among fewer shares. The company's filing points to a possible ratio of one new share for every five to 15 old shares, and states plainly that an increase in price is not assured, nor is it assured that any increase would hold.

If Canopy Growth does not regain compliance by April 12, 2027, the filing says it may be eligible for a second 180-day period if it moves its listing to the Nasdaq Capital Market, a tier with somewhat different listing standards. To qualify, the company would need to meet the Capital Market's continued listing requirement for market value of publicly held shares and all of its other initial listing standards, apart from the minimum bid price, and would have to give Nasdaq written notice of its intent to cure the deficiency, including by a reverse split if needed. If it does not qualify, or does not cure during a second period, Nasdaq would notify the company of a determination to delist the common shares, at which point the company could appeal to a hearings panel.

The filing does not say why the share price has been below $1.00. It states that the company intends to monitor the closing bid price and may evaluate available options if appropriate, and that while it is making diligent efforts to keep its Nasdaq listing, there is no assurance it will regain or maintain compliance.