System1, Inc. (NYSE: SST) received a notice from the New York Stock Exchange on December 12 and 13, 2025 that it is not in compliance with Section 802.01B of the NYSE Listed Company Manual. The exchange cited that the company’s 30‑day average market capitalization and its last reported stockholder’s equity as of September 30, 2025 were both below the required $50 million threshold.
The 30‑day average market capitalization, measured on December 5, 2025, was below $50 million, and the company’s equity reported for the quarter ended September 30, 2025 also fell short of the $50 million minimum. These figures trigger the NYSE’s compliance requirement and initiate the cure process.
Under the NYSE rules, System1 has an 18‑month cure period to submit a business plan that demonstrates how it will restore compliance. The company has committed to notify the exchange by December 22, 2025 of its intent to submit a plan by January 22, 2026, and it is exploring all available alternatives to cure the deficiencies, including potential capital raises or restructuring options.
The non‑compliance follows a sharp decline in System1’s financial performance. In the third quarter of 2025, revenue dropped 31% to $61.6 million, largely due to a downturn in the marketing segment after Google’s AdSense for Domains changes. The company has shifted focus toward its higher‑margin Products segment and is integrating artificial‑intelligence capabilities to drive efficiency and new revenue streams.
CEO Michael Blend said the firm is “making strong progress shifting our marketing focus to a newer Google product where we believe we are the market leader” and highlighted the role of AI integration in improving gross margins. CFO Tridivesh Kidambi added that the company remains confident in its platform and that ongoing AI investments are delivering operational efficiencies, positioning System1 to navigate the evolving digital advertising landscape.
The NYSE notice signals significant financial distress. Failure to regain compliance could result in delisting, which would limit liquidity and access to capital markets. The company’s 18‑month cure window, coupled with its current market‑cap and equity trajectory, underscores the urgency of the plan. Investors will closely monitor the company’s progress in meeting the NYSE’s thresholds and the details of the proposed business plan.
In summary, System1’s receipt of the NYSE non‑compliance notice marks a critical juncture. The company must quickly develop and submit a credible plan to restore market‑cap and equity levels, while continuing to pivot toward higher‑margin products and AI‑driven solutions to rebuild financial health.
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