System1 Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure, Financial Statements and Exhibits
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Computer Software: Programming Data Processing
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 8, 2025
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Section 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 8, 2025 System1, Inc. (the "Company") received a letter from the New York Stock Exchange (the "NYSE") notifying the Company that it is currently not in compliance with Section 802.01B of the NYSE Listed Company Manual because as of December 5, 2025, the Company’s 30 trading-day average market capitalization was less than $50 million and its last reported stockholder’s equity as of September 30, 2025 was less than $50 million. The Company has a period of 18 months to cure the market capitalization and/or stockholder’s equity deficiencies, subject to NYSE's approval of the Company’s business plan to demonstrate its ability to regain compliance with such deficiencies within the 18-month cure period.
The Company will notify the NYSE by December 22, 2025, that it intends to submit a business plan by January 22, 2026, to cure the market capitalization and/or stockholder’s equity deficiencies in order to return to compliance with the NYSE's continued listing standards. The Company intends to consider all available alternatives to cure the listing compliance deficiencies identified by the NYSE.
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure.
As required by Section 802.02 of the NYSE Listed Company Manual, the Company issued a press release on December 12, 2025, announcing that it had received the notice of noncompliance with the NYSE's continued listing standards. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filing.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| System1, Inc. | ||||||||||||||
| Date: | December 12, 2025 | By: | /s/ Daniel J. Weinrot | |||||||||||
Name: | Daniel J. Weinrot | |||||||||||||
Title: | General Counsel & Corporate Secretary | |||||||||||||
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