Three Deficiency Notices, One Reverse Split, and Four Listing Deadlines Running Into 2027

by Jonas Halvorsen · August 15, 2026

Companies Reporter, The MicroCap Herald

Four US-listed companies used Friday, August 14 to tell the market they have a listing problem. Three of them, Optimum Communications, PS International Group and Reed's, disclosed fresh deficiency notices from an exchange. The fourth, Nerdy Inc., disclosed a remedy rather than a problem. Grouped together they look like a single story about small companies and the dollar sign, but the notices cite three different rules across two exchanges, and the deadlines attached to them run from next month to November 2027.

Nerdy, the online tutoring company that trades on the New York Stock Exchange under NRDY, said in a release dated August 14 that a 1-for-15 reverse stock split of both its Class A and Class B common stock is expected to become effective at 12:01 a.m. Eastern on Wednesday, August 19, with the shares opening on a split-adjusted basis that morning under the same ticker and a new CUSIP number. The company gave a single, unambiguous reason: the purpose of the split, it said, is to increase the per-share price of its Class A common stock to satisfy the minimum average closing price requirement for continued listing on the New York Stock Exchange. This is not a Nasdaq matter and it is not an index-eligibility exercise.

The arithmetic, stated on one basis. The release puts approximately 127.9 million shares outstanding before the split, becoming approximately 8.5 million after it. Those are share counts, not float and not trading volume. Nerdy's definitive proxy statement filed July 13 listed 127,041,917 Class A shares and 63,730,417 Class B shares outstanding as of July 1, and the Class B stock is being consolidated at the same 1-for-15 ratio. Authorized shares do not change: the proxy puts the authorization at 1,000,000,000 Class A and 150,000,000 Class B, which means the split widens the gap between shares authorized and shares issued. Holders left with fractions will receive cash in lieu rather than being rounded up.

Shareholders handed the board the authority on Thursday, August 13, at a special meeting called for 9:30 a.m. Eastern. The proxy sought a range of 1-for-5 to 1-for-15 and left the final ratio to the board's discretion; the board took the top of the range. That proxy also supplies the only closing price for NRDY the Herald can attribute to a primary source: $0.92 per Class A share on June 30, 2026. We are not publishing Friday, August 14 closing prices or market capitalisations for any of these four securities. The quotes reachable at press time could not be confirmed as August 14 closes from a provider that stamped them as such, and an unstamped or stale quote is worse than none on a story about price tests.

The clock Nerdy is racing began on March 5, 2026, when the NYSE told it the average closing price of its Class A stock over a consecutive 30 trading-day period had fallen below $1.00, citing Section 802.01C of the Listed Company Manual. In its March 6 release the company said it intended to consider available alternatives, including but not limited to a reverse stock split, subject to stockholder approval no later than its 2027 annual meeting; it obtained that approval early, at last week's special meeting. Nerdy's proxy puts the end of the six-month cure period at September 5, 2026. What happens on August 19 is therefore not the end of the process.

The rule is conditional, and worth quoting rather than paraphrasing. As reproduced in the SEC order approving the exchange's recent amendments to Section 802.01C, the text provides that a company "will be deemed to have regained compliance with the Price Criteria if the price promptly exceeds $1.00 per share, and the price remains above the level for at least the following 30 trading days." The same order describes a second route available at any point in the cure period: a company regains compliance if, on the last trading day of any calendar month, its closing share price is at least $1.00 and its average closing price over the 30 trading days ending that day is also at least $1.00. Thirty trading days from August 19 runs past September 5. Which test Nerdy might satisfy, and when, depends on where the stock trades this autumn, and nothing about Wednesday's mechanics settles it.

One further provision needs stating precisely, because it describes a future condition and not Nerdy's present situation. The NYSE's 2026 annual listed company compliance guidance memo says that if a company fails to meet the $1.00 price criteria and has "(i) effected a reverse stock split over the prior one-year period or (ii) effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 200 shares or more to one, then the company would not be eligible for any compliance period." The SEC order supplies the consequence: the exchange "will immediately commence suspension and delisting procedures with respect to such security in accordance with Section 804.00." Nerdy is not in that position today, and the provision does not bar it from the cure period now running. It would become exposed only if the stock were to fail the price test again within a year of Wednesday. Nerdy has been through Section 802.01C once before and regained compliance on December 2, 2024, without a reverse split.

Optimum Communications, which trades on the NYSE as OPTU, said on August 14 that it received a notice from the exchange the previous day under the same Section 802.01C, for the same reason: the average closing price of its Class A common stock was less than $1.00 over a consecutive 30 trading-day period. Its cure period runs six months, to February 13, 2027. The company said the notice "has no immediate effect on the listing of the Company's Class A common stock, subject to the Company's compliance with the NYSE's other continued listing requirements." It has not announced a remedy, saying only that it intends to monitor the price and that its board will consider other options available to achieve compliance; the release notes that if a cure requires stockholder approval, the company must inform the NYSE, obtain that approval no later than its next annual meeting and implement the action promptly thereafter. Optimum does not belong on a micro cap beat on size, and it is worth saying so plainly rather than letting the grouping imply otherwise. Company filings describe it as one of the largest broadband communications providers in the United States, delivering internet, video, mobile and voice services to approximately 4.3 million residential and business customers across 21 states, and on July 1 a wholly owned subsidiary announced it would accept 120,000,000 Class A shares at $2.50 in a tender offer of roughly $300 million. It is here because it is failing the same NYSE price test as Nerdy, not because it is small.

PS International Group Ltd., a Hong Kong-headquartered air and ocean freight forwarder listed on the Nasdaq Capital Market as PSIG, disclosed on August 14 that it received a notice dated August 12 for a different failure entirely. The rule is Listing Rule 5550(b)(2), which requires a minimum market value of listed securities of US$35 million; the company said the alternatives to that standard are US$2.5 million in stockholders' equity or US$500,000 in net income from continuing operations. Its filing states the deficiency ran for 30 consecutive business days, from June 30 to August 11, 2026. It has 180 calendar days, to February 8, 2027, to comply, and its own filing states the cure requirement directly: its market value of listed securities must close at US$35,000,000 or more for a minimum of ten consecutive business days. The company said it would evaluate its options and cautioned there is no guarantee it regains or maintains compliance; it has not identified a specific remedy.

Nasdaq's Rule 5810(c)(3)(C) is where those terms come from. A market value failure is established only if the deficiency continues for a period of 30 consecutive business days, and the rulebook states that compliance "can be achieved by meeting the applicable standard for a minimum of 10 consecutive business days during the 180 day compliance period, unless Staff exercises its discretion to extend this 10 day period." That distinction matters more than it might appear. A reverse split multiplies the price and divides the share count, leaving market value of listed securities exactly where it was. It is a remedy for a price rule and not for a value rule. PS International has been on the other side of that line before: it disclosed a Nasdaq notice dated October 30, 2024 under Listing Rule 5550(a)(2), the $1.00 minimum bid price standard, with a compliance deadline of April 28, 2025. That is the kind of deficiency a consolidation can address. This one is not.

Reed's, Inc., the ginger beverage maker listed on NYSE American as REED, disclosed on August 14 that it received a notice on August 12 citing Section 1003(a)(i) of NYSE American's listing standards set forth in Part 10 of the NYSE American Company Guide, one of the exchange's stockholders' equity standards. The Herald could not reach the primary text of Section 1003(a) and so names the subsection without attaching a dollar threshold or a loss test to it. The notice follows a reported stockholders' deficit of $(1.5) million together with losses from continuing operations and/or net losses in the company's five most recent fiscal years ended December 31, 2025. The sequence around the compliance plan is easy to misread: Reed's submitted the plan on June 26, 2026, and NYSE American accepted it on August 12, the same day the new notice went out. The plan runs to November 29, 2027, and the release is blunt about the consequence: if the company is not in compliance with the continued listing standards by that date, or if it does not make progress consistent with the plan, NYSE American will initiate delisting proceedings as appropriate.

This is Reed's second notice of the year on the same subject, and the equity line has moved in one direction. In a release dated June 3 it disclosed a May 29 notice citing Sections 1003(a)(ii) and (iii), when stockholders' equity stood at $2.7 million as of March 31, 2026, with a plan due by June 28 and the same November 29, 2027 compliance target. Equity was $9.151 million at December 31, 2025. By June 30, 2026 it was a deficit of $1.485 million. The company's second-quarter results, published August 11, put the quarterly net loss at $4.3 million, the six-month net loss at $10.7 million, quarterly net sales at $7.5 million against $9.5 million a year earlier, cash at $2.41 million and a senior secured loan at $9.227 million net of deferred financing costs, with 11,857,086 common shares outstanding. That release did not carry an explicit going-concern statement, and this article does not assert one.

One caution on Reed's per-share history. As recently as December 30, 2024 the company closed a $10 million private placement of roughly 14.7 million common shares priced at $0.68 each, when it traded on OTCQX; it has since uplisted to NYSE American, which its 2025 annual results release refers to as a recent event. It reported fewer shares outstanding at June 30, 2026 than that single placement issued, so the old and current per-share figures are plainly not on the same basis. The Herald could not confirm from a primary source the ratio or effective date of the consolidation that sits between them, and so states neither. What the four companies share is a deadline and an exchange letter; what separates them is what the letter asks for. Nerdy and Optimum face price tests that arithmetic can address, and only Nerdy has acted. PS International and Reed's face tests measured in dollars of market value and dollars of equity, which a split cannot touch and which require capital, earnings, or both.

The risks here are the ordinary ones on this beat and they are real. Delisting is the explicit consequence named in the Reed's release and the outcome the NYSE and Nasdaq cure periods exist to avert; Nerdy's own proxy warns that delisting would likely result in further reductions in the market price and would substantially limit the liquidity of its shares. Dilution is the standard cost of the equity and convertible financings that companies with negative equity or a market value shortfall typically need, and Reed's has raised money by placing new shares before. Liquidity is thin in names whose entire market value sits near an exchange minimum, and holders of odd lots in a consolidation have their fractional positions cashed out rather than rounded up. None of these situations is an opportunity, none of the companies has promised an outcome, and nothing in Friday's disclosures tells anyone where any of these stocks goes next. Markets reopen Monday, August 17; Nerdy's shares are due to begin trading split-adjusted on Wednesday, August 19; the other three clocks run to February 8, February 13 and November 29, 2027. This article is a report of filings, not investment advice.