GoPro Receives Second Nasdaq Minimum Bid Warning in 16 Months
Distressed
Company Background
GoPro makes action cameras and subscription software from its San Mateo headquarters, selling under the HERO and MISSION brands through retail and direct-to-consumer channels. The business has contracted sharply: full-year 2025 revenue was $652 million, down 19% from $801 million in 2024, while the GAAP net loss came in at $93 million. First-quarter 2026 revenue fell a further 26% year-over-year to $99 million, and a discrete $24.5 million charge related to component purchase commitments compressed GAAP gross margin to 4.3% in the quarter, compared with 32.1% a year earlier.
By March 31, 2026, GoPro's total stockholders' equity had turned negative, to $(1.9) million, down from positive $76.6 million at year-end 2025. The company's own first-quarter 2026 risk disclosures listed "substantial doubt about our ability to continue as a going concern" as a factor that could cause results to differ materially from management's expectations. In April 2026, the board approved a workforce reduction of approximately 145 employees — 23% of the then-current headcount — at an estimated cost of $11.5 million to $15 million. In May 2026, the company engaged Houlihan Lokey as financial advisor to evaluate a potential sale and other strategic alternatives, following what management described as several unsolicited inbound inquiries.
What Was Disclosed
On July 21, 2026, Nasdaq notified GoPro that its Class A common stock had closed below $1.00 per share for 30 consecutive business days, placing the company out of compliance with Nasdaq Listing Rule 5450(a)(1). Under Nasdaq Marketplace Rule 5810(c)(3)(A), GoPro has 180 calendar days to regain compliance. To cure the deficiency, the stock must close at or above $1.00 for at least ten consecutive business days within that window. The notice has no immediate effect on GPRO's continued listing or trading on the Nasdaq Global Select Market.
Just twelve days before the Nasdaq notice, on July 9, 2026, GoPro closed a $20 million financing with entities affiliated with CEO and Chairman Nicholas Woodman. The company issued senior secured notes bearing 6.50% annual interest, payable semi-annually in kind, maturing July 21, 2028, along with warrants exercisable for 25,706,940 shares of Class B common stock at $0.778 per share. The notes are secured by a third lien on substantially all GoPro's assets, behind Wells Fargo's revolving facility and a $50 million Farallon/Mateo Financing term loan. The warrants become exercisable upon either a six-month anniversary of closing or a public announcement of a change-of-control transaction, whichever comes first — a structure that effectively ties warrant acceleration to the outcome of the ongoing sale process.
The same July 9, 2026 closing package included amendments to both existing credit facilities. The Wells Fargo revolving credit amendment established weekly repayment installments beginning October 9, 2026, escalating to $1 million per week from November 6, 2026 through January 1, 2027. It also introduced a $5 million restructuring fee payable upon certain bankruptcy events of default, and a $1 million success fee due 181 days after July 9, 2026. Most significantly, the amendment requires GoPro to consummate "a refinancing, sale or other transaction" that fully repays the revolving facility within 180 days of July 9, 2026 — a deadline of approximately January 5, 2027.
Why It Matters
This is the second time in 16 months GoPro has received this same Nasdaq notice. The first arrived March 25, 2025; the company cured it by August 5, 2025 after the stock held above $1.00 for ten consecutive trading days. The stock's return below $1.00 now sets two compliance deadlines running in parallel: the 180-day Nasdaq cure window and the roughly simultaneous lender deadline requiring a full refinancing or sale of the company by approximately January 5, 2027. Both clocks are running against a company with negative equity, accelerating operating losses, and Q1 2026 adjusted EBITDA of negative $50 million.
The CEO financing, while providing short-term liquidity, adds structural complexity. The Woodman-affiliated entities sit third in lien priority behind Wells Fargo and Farallon, meaning they would be among the last secured creditors to recover in a distressed scenario. An independent board committee evaluated the financing, according to management's announcement, concluding it offered "the most favorable terms for GoPro and our shareholders." The warrants attached to the notes are exercisable for Class B shares — the supervoting class — rather than the publicly traded Class A shares, preserving Woodman's voting position regardless of dilution to Class A holders.
A potential sale remains the most likely resolution to both the Nasdaq and lender deadlines simultaneously. If a buyer acquires GoPro at a price above $1.00 per share, the Nasdaq deficiency becomes moot; if a deal is consummated and the revolving facility repaid, the Wells Fargo fee structure also resolves. The risk the company identified in its Q1 2026 disclosures — that the strategic review "may not result in a transaction or other outcome that enhances stockholder value" — remains operative.