Gauzy Ltd. (NASDAQ:GAUZ) saw its stock drop 5.7% in premarket trading Friday after the vision and light control technologies company disclosed it has received a notice from Nasdaq indicating non-compliance with the exchange's board independence requirements.
The Nasdaq notification follows the resignation of two members of Gauzy's board. According to the notice, those departures left the board composed entirely of non-independent directors, which runs afoul of Nasdaq's continued listing requirements related to board composition and committee independence.
Despite the non-compliance notice, Gauzy's ordinary shares will keep trading on Nasdaq under the symbol "GAUZ" without interruption while the company works to resolve the situation. The firm, which is based in Tel Aviv, has been given until March 20, 2026 - a 45-calendar-day window from the date of the notice - to either appoint the required number of independent directors or submit a compliance plan to Nasdaq.
If Nasdaq accepts a compliance plan, the exchange may allow an extension of up to 180 calendar days for Gauzy to regain compliance with its listing standards. In its disclosure, Gauzy said it is "actively engaged in the process of identifying and evaluating qualified independent director candidates" but added it cannot guarantee that it will meet all listing requirements within the specified timeframe.
Gauzy supplies technologies across several end markets, serving industries including aeronautics, automotive, and architecture in more than 60 countries. The company also maintains subsidiaries in multiple jurisdictions, including Germany, France, the United States, and China.
Key points
- Gauzy shares fell 5.7% in premarket trading after Nasdaq issued a notice over board independence.
- The company's board consists solely of non-independent directors following two resignations, violating Nasdaq continued listing requirements.
- Gauzy has until March 20, 2026 to add independent directors or file a compliance plan; trading under GAUZ continues uninterrupted.
Risks and uncertainties
- Gauzy may fail to appoint sufficient independent directors within the 45-day window or obtain an approved extension, which could affect its continued Nasdaq listing - this impacts equity investors and related market participants.
- There is no guarantee the company will meet Nasdaq's requirements even if it is actively searching for candidates, creating uncertainty for shareholders and corporate governance stakeholders.
The information above reflects Gauzy's disclosure and the Nasdaq notice as provided by the company. No additional assumptions have been made beyond the statements and timelines included in those disclosures.