Gauzy Faces Nasdaq Board Independence Deadline After Two Resignations
Gauzy Ltd. received a Nasdaq notice on February 6, 2026, citing non-compliance with Rules 5605(b)(1), 5605(c)(2) and 5605(d)(2) after two independent directors resigned. The company has until March 20, 2026, to appoint independent directors or submit a compliance plan to avoid potential delisting.
1. Nasdaq Issues Deficiency Notice
On February 6, 2026, Gauzy Ltd. informed shareholders that Nasdaq’s Listing Qualifications Department issued a deficiency notice under Listing Rule 5810(b) due to non-compliance with board and committee independence requirements in Rules 5605(b)(1), 5605(c)(2) and 5605(d)(2).
2. Board Composition Shortfall
The notice followed the resignations of two Board members, leaving the Board comprised solely of non-independent directors and triggering the deficiency under Nasdaq’s continued listing standards for director independence and audit and compensation committee composition.
3. Compliance Path and Deadlines
Gauzy has 45 calendar days, until March 20, 2026, to appoint the required independent directors or submit a plan to Nasdaq. If Nasdaq approves the plan, the company may receive up to a 180-day extension to regain compliance.
4. Potential Delisting Risks
If the company fails to appoint directors or have its plan accepted, Nasdaq could initiate delisting proceedings subject to a hearing. Gauzy has stated it is actively seeking qualified independent candidates but cautioned there is no assurance it will meet the requirements in time.