{"url_path":"/sec/guts/8-k/2026-09-11/item-3-01","section_key":"item-3-01","section_title":"Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1572616/0001193125-26-389291-index.html","accession_number":"0001193125-26-389291","cik":"0001572616","ticker":"GUTS","issuer_name":"FRACTYL HEALTH, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1572616/0001193125-26-389291-index.html","primary_entity_key":"0001572616","primary_entity_name":"FRACTYL HEALTH, INC."},"word_count":708,"has_tables":true,"body_markdown":"## Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.\n\nAs previously disclosed, on March 13, 2026, Fractyl Health, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5450(a)(1) for continued listing on the Nasdaq Global Market, as the minimum bid price of the Company’s common stock was less than $1.00 per share for the previous 30 consecutive business days (the “Minimum Bid Price Requirement”). As the Company did not regain compliance with the Minimum Bid Price Requirement within the 180-calendar day grace period set forth by Nasdaq Listing Rule 5810(c)(3)(A), by September 9, 2026, Nasdaq notified the Company by letter dated September 10, 2026, that the Company’s securities are subject to delisting from Nasdaq unless the Company timely requests a hearing before a Nasdaq Hearings Panel (the “Panel”).\n\n \n\nThe Company intends to timely request a hearing before the Panel. The hearing request will automatically stay any suspension or delisting of the Company’s securities and, as a result, the Company expects that its common stock will continue to be listed and traded on Nasdaq pending the conclusion of the hearings process.\n\nPursuant to Listing Rule 5810(c)(3)(H), in order to regain compliance with the Minimum Bid Price Requirement, the closing minimum bid price of the Company’s common stock must be at least $1.00 per share for at least 10 consecutive business days and up to 20 consecutive business days, at Nasdaq staff’s discretion. On August 24, 2026, the Company filed a proxy statement seeking approval by its stockholders to effect a reverse split of the Company’s outstanding common stock at a ratio ranging from 1-for-5 and 1-for-15 in order to regain compliance with the Minimum Bid Price Requirement.\n\n \n\nCautionary Note Regarding Forward-Looking Statements\n\nThis Current Report on Form 8-K (this “Current Report”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements are subject to considerable risks and uncertainties. The Company intends such forward-looking statements to be covered by the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this Current Report, including statements about the Company’s beliefs and expectations, are “forward-looking statements” and should be evaluated as such. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “suggest,” “will,” and similar expressions. Forward-looking statements in this Current Report include, without limitation, statements regarding the Company’s ability to regain or maintain compliance with the Minimum Bid Price Requirement. The Company has based these forward-looking statements on its current expectations and projections about future events. Forward-looking statements are subject to and involve risks, uncertainties, and assumptions that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements predicted, assumed or implied by such forward-looking statements, including, without limitation, risks, uncertainties and assumptions related to the trading price of the Common Stock, as well as the risks disclosed under Item 1A, “Risk Factors,” in the Company’s most recently Annual Report on Form 10-K filed with the Securities and Exchange Commission, as updated by the Company’s subsequently filed Quarterly Reports on Form 10-Q. This Current Report speaks as of the date indicated above. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. The Company expressly disclaims any obligation to update or revise any forward-looking statements found herein to reflect any future changes in the Company’s expectations of results or any future change in events, except as required by law.\n\n \n\nSIGNATURES\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \n\n \n\nFractyl Health, Inc.\n\n \n\n \n\n \n\n \n\nDate:\n\nSeptember 11, 2026\n\nBy:\n\n/s/ Harith Rajagopalan\n\n \n\n \n\n \n\nHarith Rajagopalan, M.D., Ph.D.\nCo-Founder, Chief Executive Officer and Director\n(Principal Executive Officer)"}