S&P 500 7,686.14 -0.33%Nasdaq 26,370.89 -0.12%Dow 53,185.90 -0.70%Russell 2000 2,956.45 -0.54%as of 2026-08-31 close
The MicroCap Herald
Micro-cap and nano-cap intelligence, before the crowd
Analysis

Three Bid-Price Cures and One Suspension: How Nasdaq's $1 Rule Played Out in Late August

TryHard Holdings, Onfolio and T3 Defense each announced in the last three weeks of August that Nasdaq had confirmed them back above the $1.00 minimum. OSR Health, which had already used both of its 180-day compliance periods, was suspended from the exchange on August 26 and is appealing. The gap between those outcomes turns on one procedural fact.
Illustrative photograph: stock-market trading screens showing price charts.

The last three weeks of August produced a clean cross-section of Nasdaq's minimum bid price rule. Three small companies announced they had regained compliance. One is midway through a second cure period with a hard February deadline. One was suspended from the exchange outright and is now appealing. The disclosures show where the process bends and where it stops.

The mechanics sit in Nasdaq Listing Rule 5550(a)(2), which requires a $1.00 minimum closing bid price for continued listing on the Nasdaq Capital Market. A close below $1.00 for 30 consecutive business days brings a deficiency notice, followed by 180 calendar days to cure. Compliance is restored when the closing bid price holds at or above $1.00 for at least ten consecutive business days. A second 180-day period is available in some circumstances, and what happens after it is where outcomes diverge.

TryHard Holdings Limited (Nasdaq: THH) took the most common route. The company disclosed that it received its deficiency notice on March 11, 2026, and that its board and shareholders approved a 10-for-1 reverse stock split on July 6, which became effective August 10. The closing bid price then held at or above $1.00 for the ten consecutive business days from August 14 through August 27, and Nasdaq sent a compliance letter on August 28. TryHard describes itself as a lifestyle entertainment company in Japan spanning nightclub management, event production, consulting, venue management and live entertainment events. Chief executive Rakuyo Otsuki said in the announcement that the company was pleased to have received the notification.

Onfolio Holdings Inc. (Nasdaq: ONFO) did the same thing at a far higher ratio. Onfolio announced a 1-for-50 reverse split, effective August 10, cutting shares outstanding from approximately 42 million to approximately 850,000. The stated purpose of the split was to lift the closing bid price above $1.00 and regain compliance with Nasdaq Listing Rule 5550(a)(2). On August 27 it announced that Nasdaq had confirmed it was back in compliance after the required ten consecutive business days at or above $1.00; that release does not give the date range. Chief executive Dominic Wells said that with compliance restored the company could focus on its growth and acquisition strategy and put the matter behind it. Onfolio describes itself as an owner-operator of cash-generative online businesses.

It is worth being precise about what a compliance letter does. A letter under Rule 5550(a)(2) restores that one requirement. It says nothing about revenue, cash or profitability, and nothing about Nasdaq's separate continued-listing tests for stockholders' equity, market value of listed securities and publicly held shares. A reverse split raises the quoted price by shrinking the share count; it does not change what the business is worth.

T3 Defense Inc. (Nasdaq: DFNS, with warrants under DFNSW) is the less common case: a company back over $1.00 without a split. Its deficiency notice dated to May 8, 2026, after the closing bid price fell below the threshold over a 30-day period. The company reported that its closing bid price held at or above $1.00 for the ten consecutive business days from August 3 through August 14, and said it believed it was in compliance with all applicable Nasdaq listing requirements. One distinction is worth flagging: the T3 disclosure cites Nasdaq Listing Rule 5450(a)(1), the minimum bid price standard for the Nasdaq Global Market, rather than the Capital Market's Rule 5550(a)(2) that governs the other names discussed here. The $1.00 threshold and the ten-day cure test are the same.

In the middle of the ladder sits Netcapital Inc. (Nasdaq: NCPL). Its August 10 current report lays out the sequence: an initial 180-day compliance period running February 4 through August 3, 2026, which the company did not satisfy, followed by an additional period running August 7, 2026 through February 1, 2027. The filing states that if compliance is not regained, Nasdaq is expected to issue a delisting determination, and that while the company may appeal to a hearings panel, a timely hearing request would not stay the suspension.

The same filing describes amendments to three convertible notes on August 6, 2026. The direction of the obligation matters: Netcapital is the borrower and Vanquish Funding Group Inc. is the lender. The notes total $326,670 in principal — $51,750 and $92,800 issued April 24, 2026, and $182,120 issued June 4, 2026. As amended, conversion is permitted only following an event of default. A minimum conversion price of $0.10 per share applies during the initial six months, and the post-default conversion price is 65 percent of the lowest trading price over the prior twenty trading days, subject to that floor and to the caps below. Issuances are capped at 19.99 percent absent stockholder approval under Nasdaq Rule 5635(d), with a non-waivable 4.99 percent beneficial ownership cap.

At the end of the ladder is OSR Health, Inc., which until last week traded on Nasdaq as OSRH with warrants under OSRHW. Its compliance history runs back nearly a year: an initial notification on September 5, 2025, when the company was still named OSR Holdings, Inc., a first 180-day period through March 4, 2026, and an additional period granted on March 5, 2026 that ran through August 31, 2026. Nasdaq issued a staff delisting determination on August 19, 2026, and the common stock and warrants were suspended from the Nasdaq Capital Market at the opening of business on August 26.

OSR Health disclosed in an August 25 current report that it had submitted a timely request for a hearing before a Nasdaq hearings panel. The filing is explicit that the request will not stay the scheduled suspension, though it is expected to stay the filing of a Form 25-NSE, the step that formalizes delisting. The company said it would present a plan to regain and sustain compliance and acknowledged there is no assurance the panel will grant continued listing. Investing.com reported a public float of roughly 18.5 million shares. OSR Health describes itself as a global healthcare holding company in immuno-oncology, regenerative biologics and medical device technologies.

That is the fork, and the filings state it directly rather than in general terms. OSR Health, having consumed both 180-day periods, disclosed that its timely hearing request would not stay the scheduled suspension — only the Form 25-NSE that formalises delisting. Netcapital's own filing spells out the same consequence it would face after February 1, 2027 if the price has not recovered: it states that a timely hearing request would not stay a suspension of its securities from trading. ENvue Medical sits in a different position again. Under Rule 5810(c)(3)(A)(iv), a company that has effected a reverse stock split over the prior one-year period is not eligible for any compliance period at all, and ENvue disclosed in proxy materials that it was ruled ineligible on that basis, having split 1-for-10 in August 2025 before splitting 1-for-12 on Tuesday. Its proxy nonetheless states that a timely request for a hearing will stay any suspension or delisting action pending the panel's decision. On these disclosures, then, it is exhausting the compliance periods rather than simply receiving a determination that removes the stay.

The practical takeaway is that a compliance letter describes a listing standard, not a business. Two of the three cures above were engineered by reverse split within days of the ten-day window opening. The dates that constrain the remaining names are on the calendar: January 4, 2027 for Capstone Holding Corp. and February 1, 2027 for Netcapital. None of the above is a recommendation, and each of these companies has disclosed in its own filings that it cannot assure investors it will regain or maintain compliance.

Sources & further reading

This article is for general information only and is not investment advice. Figures are as reported by the cited sources at time of writing.

Related coverage