Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On March 4, 2026, Beyond Meat, Inc. (the "Company") received a deficiency letter from the Nasdaq Listing Qualifications Department ("the Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company's common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Global Select Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the "Minimum Bid Price Requirement").
The Nasdaq deficiency letter has no immediate effect on the listing of the Company's common stock, and its common stock will continue to trade on The Nasdaq Global Select Market under the symbol "BYND" at this time.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until August 31, 2026 (the "Compliance Date"), to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company's common stock must be at least $1.00 per share for a minimum of ten consecutive business days before the Compliance Date.
If the Company does not regain compliance with the Minimum Bid Price Requirement by August 31, 2026, the Company may be eligible for additional time to regain compliance. To qualify, the Company would be required to transfer to The Nasdaq Capital Market and meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the Minimum Bid Price Requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary. If the Company meets these requirements, following a transfer to The Nasdaq Capital Market, Nasdaq will inform the Company that it has been granted an additional 180 calendar days to regain compliance. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company's securities are subject to delisting, at which point the Company would have an opportunity to appeal the delisting determination to a hearings panel.
The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement, including initiating a reverse stock split. On November 19, 2025, the Company's stockholders approved at a special meeting of stockholders held on November 19, 2025, a series of 30 alternate amendments to the Company's Restated Certificate of Incorporation to effect (i) a reverse stock split of the issued and outstanding shares of the Company's common stock and (ii) a proportionate reduction in the number of authorized shares of common stock (and correspondingly decrease the total number of authorized shares of capital stock), as described in the Company's proxy statement filed with the U.S. Securities and Exchange Commission ("SEC") on October 17, 2025 (the "Proxy Statement"). As a result, in the event that the Company's board of directors (the "Board") determines that a reverse stock split is in the best interests of the Company and its stockholders, including in order to regain compliance with the Minimum Bid Price Requirement, the Board has the authority and flexibility to elect to effect a reverse stock split and to determine the reverse stock split ratio from among the approved proposed reverse stock split amendments as described in the
Proxy Statement. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules.