Heritage Distilling Holding Company Inc.
10/17/2025 | Press release | Distributed by Public on 10/17/2025 15:24
Failure to Satisfy Listing Rule (Form 8-K)
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 14, 2025, Heritage Distilling Holding Company, Inc. (the "Company") received a notice from the Nasdaq Stock Market LLC ("Nasdaq"), indicating that the Company's common stock, par value $0.0001 per share (the "Common Stock"), did not meet the minimum bid price required set forth in Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement"), as the closing bid price for the Common Stock was below $1.00 per share for thirty (30) consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial 180-calendar day period, or until October 13, 2025, to regain compliance with the Minimum Bid Price Requirement.
On October 14, 2025, the Company received a letter from Nasdaq (the "Notice") stating that while the Company had not regained compliance with the Minimum Bid Price Requirement, Nasdaq staff had determined that the Company is eligible for an additional 180-calendar day period, or until April 13, 2026 (the "Compliance Period"), to regain compliance. This determination was based on the Company meeting the continued listing requirement for the market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, except for the Minimum Bid Price Requirement, and the Company's written notice of its intention to cure the deficiency during the second Compliance Period by effecting a reverse stock split, if necessary to regain compliance with the Minimum Bid Price Requirement.
During the Compliance Period, the Company's Common Stock will continue to be listed and traded on the Nasdaq Capital Market. If at any time during the Compliance Period the bid price of the Common Stock closes at or above $1.00 per share for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and the matter will be closed. If the Company chooses to implement a reverse stock split to regain compliance, it must complete the reverse split no later than ten (10) business days prior to the expiration of the Compliance Period.
If the Company does not regain compliance by April 13, 2026, Nasdaq will provide written notification that the Company's securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Nasdaq Hearings Panel (the "Panel"). The Company acknowledges that, historically, Panels have generally viewed a near-term reverse stock split as the only definitive plan acceptable to resolve a bid price deficiency. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement, that Nasdaq will grant the Company any additional extension of time, or that any appeal to the Panel, if made, would be successful.
An indicator continues to be broadcast over Nasdaq's market data dissemination network noting the Company's noncompliance. This indicator is displayed with quotation information related to the Company's securities on Nasdaq.com, NasdaqTrader.com, and through other third-party market data providers. In addition, the Company remains included on the list of all noncompliant Nasdaq companies, which is posted on Nasdaq's website at listingcenter.nasdaq.com.
The Company intends to continue monitoring the closing bid price for its Common Stock and is evaluating various measures to regain compliance with the Minimum Bid Price Requirement, which may include effecting a reverse stock split, if appropriate.
Heritage Distilling Holding Company Inc. published this content on October 17, 2025, and is solely responsible for the information contained herein. Distributed via EDGAR on October 17, 2025 at 21:25 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]