Forensic · 8-K items

SEC Item 3.01: Reading delisting notices on NYSE and Nasdaq

Item 3.01 of Form 8-K — 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing' — captures the most serious listing-status events.

What triggers Item 3.01

The most common triggers:

• Bid price deficiency — share price below $1 for 30 consecutive days (Nasdaq) or $1 for 30 (NYSE)
• Market cap deficiency — below $35M for 30 days
• Stockholders equity deficiency — below $2.5M for Nasdaq Capital Market
• Late SEC filings — failure to timely file 10-K or 10-Q
• Public float deficiency — too few publicly held shares

The standard path

The exchange sends a notice of deficiency, giving the company a cure period (usually 6-12 months). The company files Item 3.01 to disclose the notice. If the cure period elapses without remediation, the company gets a delisting determination. Many companies then appeal to a hearings panel.

The whole process takes 12-24 months from initial notice. The Item 3.01 filing is the public start of the clock.

The "Q" suffix

If a company files for bankruptcy after delisting, the ticker often gets a "Q" suffix — e.g. GOCOQ, NOTVQ, SOPAQ. These tickers are visible in our forensic top-risk list because the underlying companies all went through 1.03 + 3.01 + multiple-red-flag events.

What comes next

A 3.01 filing usually precedes:

• Stock split (reverse) to cure bid-price deficiency
• Auditor change (4.01)
• Officer departures (5.02)
• Bankruptcy filing (1.03)
• Transfer to OTC Markets (Pink Sheets)

Forensic and 3.01

Item 3.01 is one of the highest-weighted Forensic signals (+30 points). Combined with a 4.02 restatement (+28) or a 1.03 bankruptcy (+40), it pushes a ticker into the ELEVATED or HIGH band almost automatically.

Run a check: filingfirehose.com/forensic