8-K: RELI Faces Nasdaq Delisting Risk Over Bid Price

Reliance Global Group, Inc. received a Nasdaq notice for failing to meet the $1.00 minimum bid price requirement, initiating a 180-day compliance period.

Summary

• Received a written notice from Nasdaq on December 12, 2025, regarding non-compliance with the $1.00 minimum bid price requirement (Nasdaq Listing Rule 5550(a)(2)).
• The non-compliance is due to the closing bid price falling below $1.00 for the last 30 consecutive business days as of December 12, 2025.
• The notice has no immediate effect on the listing or trading of common stock (RELI) or Series A Warrants (RELIW) on The Nasdaq Capital Market.
• A 180-calendar day period, until June 10, 2026, has been granted to regain compliance.
• Compliance can be regained if the common stock's closing bid price is at least $1.00 per share for a minimum of ten consecutive business days.
• An additional 180-calendar day period may be granted if the company meets other listing requirements and intends to cure the deficiency, potentially through a reverse stock split.

Sentiment

Score: 3

Explanation: The filing indicates a significant negative event (Nasdaq non-compliance) with potential severe consequences (delisting). While there's a compliance period, the uncertainty and lack of immediate action plan contribute to a low sentiment score.

Positives

• The notification of noncompliance has no immediate effect on the listing or trading of common stock on The Nasdaq Capital Market.
• The company has a 180-calendar day period to regain compliance.

Negatives

• The company is not in compliance with Nasdaq's $1.00 minimum bid price requirement.
• The common stock's closing bid price has been below $1.00 for 30 consecutive business days.
• Failure to regain compliance could lead to delisting from The Nasdaq Capital Market.

Risks

• There is no assurance that the company will be able to regain compliance with the Minimum Bid Price Requirement.
• Potential delisting from The Nasdaq Capital Market if compliance is not regained within the specified periods.

Future Outlook

The company is currently monitoring the closing bid price of its common stock and evaluating alternatives to resolve the deficiency and regain compliance. It is considering actions but has not made any decisions regarding a response at this time. There is no assurance that compliance will be regained.

Management Comments

• "The Company is currently monitoring the closing bid price of its common stock and evaluating its alternatives, if appropriate, to resolve the deficiency and regain compliance with this rule."
• "The Company is considering actions that it may take in response to the Bid Price Notice in order to regain compliance with the continued listing requirements, but no decisions regarding a response have been made at this time."

Industry Context

Nasdaq's minimum bid price requirement is a standard listing rule across various industries, designed to ensure a certain level of market stability and investor confidence. Companies failing to meet this often face similar compliance challenges, sometimes leading to reverse stock splits or, in severe cases, delisting.

Comparison to Industry Standards

• Nasdaq's $1.00 minimum bid price rule is a common standard for listed companies, ensuring a baseline valuation and liquidity.
• Many small-cap companies, particularly those in emerging or volatile sectors, frequently encounter this challenge, similar to other companies that have received such notices.
• Companies like Sundial Growers (SNDL) or Ideanomics (IDEX) have faced similar issues and often resorted to reverse stock splits to regain compliance.

Stakeholder Impact

• Shareholders: Risk of delisting, which could reduce liquidity and investor confidence, potentially leading to further share price depreciation. Uncertainty regarding the company's ability to regain compliance.
• Investors: Increased risk associated with the investment due to potential delisting and the need for a reverse stock split, which can sometimes be perceived negatively.

Next Steps

• Monitor the closing bid price of common stock.
• Evaluate alternatives to resolve the deficiency and regain compliance.
• Consider actions to regain compliance with continued listing requirements.
• Potentially effect a reverse stock split if necessary to cure the deficiency during a second compliance period.

Key Dates

Recommendation

The company has received a formal notice of non-compliance from Nasdaq regarding its minimum bid price, indicating a significant risk of delisting. While there is a compliance period, the lack of a stated plan of action and the inherent uncertainty of regaining compliance within the timeframe, potentially requiring a reverse stock split, suggests a high level of risk. Delisting would severely impact liquidity and investor confidence. Seasoned investors would likely view this as a strong signal to exit or reduce exposure due to the elevated risk profile and potential for further share price erosion.

Keywords

Reliance Global Group, RELI, Nasdaq, Delisting, Minimum Bid Price, Non-compliance, Stock Market, Listing Rules, Reverse Stock Split