Gauzy Ltd. Announces Receipt of Nasdaq Notice Regarding Board Composition Requirements

TEL AVIV, Israel, Feb. 06, 2026 (GLOBE NEWSWIRE) -- Gauzy Ltd. (NASDAQ: GAUZ) (“Gauzy” or the “Company”), a global leader in vision and light control technologies, today announced that it has received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq’s continued listing requirements related to board and committee independence. This press release is issued pursuant to Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification. The notification has no immediate effect on the listing of the Company’s ordinary shares, which will continue to trade uninterrupted on Nasdaq under the ticker “GAUZ.”

The notice was issued following the recent resignations of two members of the Company’s Board of Directors, which resulted in the Board being comprised solely of non-independent directors. As a result, the Company does not currently meet the continued listing requirements under Nasdaq Listing Rules 5605(b)(1), 5605(c)(2), and 5605(d)(2), which relate to the composition of the Board of Directors and the audit and compensation committees.

Under Nasdaq rules, Gauzy has 45 calendar days, until March 20, 2026, to either appoint sufficient candidates to its Board of Directors to meet the Nasdaq listing requirements or to submit to Nasdaq a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq may grant an extension of up to 180 calendar days from the date of the notice for the Company to evidence compliance. If Nasdaq fails to accept a compliance plan presented by the Company, the Company will receive written notification that its securities are subject to delisting, and it would have the right to a hearing before an independent panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process. However, there can be no assurance, if the Company does appeal the determination by Nasdaq to the hearings panel, that such appeal would be successful.

The Company is actively engaged in the process of identifying and evaluating qualified independent director candidates and remains committed to maintaining strong corporate governance practices. However, there can be no assurances that the Company would ultimately be able to regain compliance with all applicable requirements for continued listing on Nasdaq in the applicable time period.