BRAND HOUSE COLLECTIVE, INC. 8-K

What Happened

• Brand House Collective, Inc. (TBHC) announced on April 1, 2026 that Nasdaq’s Listing Qualifications Department sent a letter dated March 26, 2026 indicating the company’s market value of publicly held shares (MVPHS) has been below Nasdaq’s $15,000,000 minimum for the last 30 consecutive business days. The letter provides a 180-calendar-day compliance period, expiring September 22, 2026, during which the company can regain compliance.
• The company also reminded investors of the previously announced Agreement and Plan of Merger dated November 24, 2025 with Bed Bath & Beyond, Inc. (Parent) and Knight Merger Sub II, Inc.; Brand House expects the merger may be consummated before the Nasdaq compliance deadline, at which point Brand House would become a wholly owned subsidiary of Parent and cease Nasdaq listing.

Key Details

• Nasdaq minimum MVPHS: $15,000,000; deficiency cited based on the last 30 consecutive business days.
• Compliance period: 180 calendar days, expiring September 22, 2026; regaining compliance requires MVPHS ≥ $15,000,000 for at least 10 consecutive business days (subject to Nasdaq’s extension authority).
• Possible outcomes if noncompliant: written notice of delisting (subject to appeal) or potential transfer to the Nasdaq Capital Market if eligibility is met.
• Merger timeline/fact: Merger agreement with Bed Bath & Beyond announced Nov 24, 2025; upon closing Brand House would cease Nasdaq listing and become a subsidiary; Parent’s stock trades on the NYSE.

Why It Matters

• For investors, a Nasdaq noncompliance notice signals a risk to the stock’s listing status, which can reduce liquidity and increase volatility if not cured; Nasdaq can delist shares unless the company regains compliance, appeals, or transfers to another market tier.
• The pending merger with Bed Bath & Beyond is a key offsetting development: if the merger closes before the compliance deadline, Brand House’s shares would cease trading as it becomes a wholly owned subsidiary, making Nasdaq compliance moot. However, the company explicitly states there is no assurance the merger will close or that it will regain compliance, and it will monitor MVPHS and take reasonable actions to address the deficiency.
• The filing includes standard forward-looking statement caution about risks and uncertainties affecting outcomes; shareholders should review Brand House’s SEC filings for additional details.