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TELA Bio Gets Nasdaq Delisting Notice After 180 Days Below $1

TELA Bio received a Nasdaq staff notice that its common stock faces delisting after failing to regain compliance with the $1.00 minimum bid price rule, and the company says it will request a hearing.

What happened

TELA Bio, Inc., a Malvern, Pennsylvania-based medical device company whose products are used in soft-tissue reconstruction surgery, said in a Form 8-K filed September 18, 2026 that Nasdaq's Listing Qualifications staff notified it by letter dated September 15, 2026 that its common stock is subject to delisting.

The notice follows a March 17, 2026 letter from the same Nasdaq staff, which told the company its stock was not in compliance with Nasdaq Listing Rule 5450(a)(1) because the minimum bid price had been below $1.00 per share for 30 consecutive business days. Nasdaq gives a company 180 calendar days to fix that. TELA Bio did not regain compliance by September 14, 2026, which triggered the delisting notice.

The company said it intends to timely request a hearing before a Nasdaq Hearings Panel, where it plans to present a plan to regain compliance and to show it can sustain long-term compliance with all continued listing requirements. According to the filing, a hearing request automatically stays any suspension or delisting, so the stock should keep trading on Nasdaq while the hearings process plays out.

TELA Bio shares closed at $1.25 on the event date, down 3.1% from the prior close of $1.29, according to the price data.

The company also said that on September 14, 2026 it filed a proxy statement asking stockholders to approve a reverse stock split at a ratio between 1-for-5 and 1-for-15, aimed at regaining compliance with the minimum bid price rule. A special meeting is scheduled for October 8, 2026. The filing states the company cannot assure the proposal will be approved.

What this means

A Form 8-K is a current report — the form a US public company files with the SEC when something material happens between its regular quarterly and annual reports. Item 3.01, the item this filing is tagged under, is specifically for notice of a delisting or a failure to satisfy a continued listing rule. Filing it satisfies the company's obligation to tell investors promptly rather than waiting for its next periodic report.

The rule at the center of this case, Nasdaq Listing Rule 5450(a)(1), is a minimum bid price standard: a stock must trade at or above $1.00 to stay listed on the Nasdaq Global Market. The bid price is the highest price a buyer is currently willing to pay, as opposed to the ask, which is the lowest price a seller will accept. If the bid sits below $1.00 for 30 straight business days, a company falls out of compliance. Because many institutional investors and funds have mandates or internal rules against holding sub-$1 stocks, exchanges use this rule to push such companies out of the listing.

The grace period TELA Bio used up comes from Nasdaq Rule 5810(c)(3)(A), which gives a company 180 calendar days to lift its bid price back above $1.00 and hold it there. To regain compliance under Rule 5810(c)(3)(H), the price must stay at or above $1.00 for at least 10 consecutive business days, and Nasdaq staff or the hearings panel can extend that to as many as 20.

A reverse stock split is the standard tool for this problem. In a 1-for-5 split, every five existing shares are combined into one, so the share count falls and the price per share rises proportionally — a stock at $0.80 would become $4.00. It changes nothing about the company's underlying business or the total value of a holder's position, only the number of shares and the price of each. The ratio range here, 1-for-5 to 1-for-15, means the board would pick the specific number if shareholders approve it.

What happens next depends on the hearing. The filing says the delisting is stayed while the panel process runs, so the stock continues trading in the meantime; the company must persuade the panel it can meet the $1.00 bid and stay compliant afterward. The filing does not say why the shares have traded below $1.00, and this article does not speculate on that.

Sources

Information summarized by AI from the sources listed above. May contain errors — informational only, not investment advice.