Company eyes reverse stock split to boost share price

NOODLES & CO.

For the full 2022 fiscal year, Noodles & Co. posted a net loss of $3.3 million on sales of $509.5 million. CAMERA FILE PHOTO

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By Lucas High

BizWest / Prairie Mountain Media

Noodles & Co.’s (Nasdaq: NDLS) board of directors has called a special meeting of stockholders in February in hopes of winning approval for a reverse stock split that leaders of the Broomfield-based fast-casual chain expect will boost its stock price and stave off a delisting threat from Nasdaq.

Noodles’ stock price closed at 65 cents Friday. The stock has lost more than 92% of its value over the past five years.

As a result of its stubbornly low stock price, Nasdaq, which requires that listed companies maintain a minimum share price of $1, warned Noodles in June that it had six months to reach that $1 threshold or face removal from the exchange. The deadline is Dec. 22 — next Monday.

“The Company will not be in compliance prior to the expiration of the Compliance Period, and, as a result, we expect to receive a notice from Nasdaq that our Class A common stock is subject to delisting,” Noodles wrote in a December disclosure to the U.S. Securities and Exchange Commission. “The Company may appeal any such determination to delist its securities, and intends to do so by requesting a hearing with the Nasdaq Hearing Panel, including to request an extension of the Compliance Period in order to implement the Reverse Split (if deemed advisable by the Board and the Reverse Split Proposal is approved by our stockholders) and allow additional time for our Class A common stock to have a closing bid price of at least $1.00 for the minimum period specified by Nasdaq.”

There are several options for the reverse stock split, which has been unanimously endorsed by Noodles’ board. If shareholders approve the broad concept of the split, the board will choose a ratio in the range of 1-for-2 to 1-for-15. The low end would result in Noodles’ roughly 46.8 million common shares being reduced to about 23.4 million, while the most aggressive split would cut the outstanding shares to 3.1 million.

Entities affiliated with Mill Road Capital are the company’s largest shareholders, owning more than 15% of Noodles’ common stock, according to SEC filings. Noodles’ current class of executives and directors control 2.6% of shares.

Noodles has struggled for years to meet investor expectations and sales targets, prompting a slew of recent moves aimed at turning the tide.

The company’s board in September said it had “initiated a review of strategic alternatives in order to explore ways to maximize shareholder value. The review will include a range of potential strategic alternatives, including refinancing of existing indebtedness, refranchising or sale of all or part of the business, and/or other strategic or financial transactions.”

The review of strategic alternatives came just weeks after former chief operating officer Joseph Christina took over as CEO from Drew Madsen.

As of the date hereof, such review remains in process and no assurance can be made as to whether any such transaction will be completed, the impact of any such strategic transaction on the Company, or whether the strategic benefits of any such strategic transaction can be achieved,” Noodles said in a December regulatory filing.

Fifteen company-owned restaurants and three franchised locations were shuttered during the third quarter of 2025, leaving the chain with 435 restaurants at the end of the period. With the closure of 14 more company-owned units during October, the company said in November that it is on track to close between 31 and 34 company units and seven to eight franchisee-owned locations by the end of the year.

After hiring restaurant-industry consulting firm The Culinary Edge to help shape its updated culinary identity, Noodles in March rolled out a revamped menu, which features about a dozen new or reimagined dishes.