Parabolic Technologies faces delisting

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 27, 2026, Parabolic Technologies, Inc. (the "Company") received a letter (the "Notice") from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that the closing bid price of the Company's listed securities had been below $1.00 per share for 30 consecutive business days, from September 15, 2026 through October 26, 2026, and that the Company therefore was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Rule"), which requires a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market.

Under Nasdaq Listing Rule 5810(c)(3)(A), a company that fails to meet the Bid Price Rule is normally afforded a 180-calendar-day compliance period in which to regain compliance. However, the Notice states that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any such compliance period because it has effected a reverse stock split over the prior one-year period or one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one. The Company effected a 1-for-10 reverse stock split on July 8, 2025, a 1-for-20 reverse stock split on May 8, 2026, and a 1-for-10 reverse stock split on October 27, 2026, resulting in a cumulative reverse stock split ratio of 1-for-2,000.

Nasdaq Listing Rule 5810(c)(3)(A)(iv) provides that "if a Company's security fails to meet the continued listing requirement for minimum bid price and the Company has effected a reverse stock split over the prior one-year period; or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the Company shall not be eligible for any compliance period specified in this Rule 5810(c)(3)(A) and the Listing Qualifications Department shall

Item 5.03

Amendments to Articles of Incorporation or Bylaws.

On October 30, 2026, the Company filed a Certificate of Amendment to the Company's Second Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Amendment"), that implements the authorized share increase approved by the Company's stockholders as described in Item 5.07 below (the "Authorized Share Increase"). The Certificate of Amendment amends the first paragraph of Article IV to authorize an aggregate of 850,000,000 shares (from 350,000,0000 shares), consisting of 750,000,000 shares of Class A common stock (from 250,000,000 shares), 25,000,000 shares of Class B common stock and 75,000,000 shares of preferred stock, each with a par value of $0.0001 per share. The Certificate of Amendment specifies an effective time of 12:01 a.m. Eastern Time on October 30, 2026. The foregoing description of the Certificate of Amendment and the Authorized Share Increase is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Meeting, the Company's shareholders voted on four proposals, including one to approve an adjournment, if necessary. At the beginning of the Meeti ng, 781,370 Class A shares and 149,821 Class B shares, which collectively represent 38.91% of the v oting power of the shares entitled to vote at the Meeting, were represented by proxy, which constituted a quorum for the transaction of business. Since there were sufficient votes to approve the other proposals, the Company did not need to adjourn the Meeting.

The following proposals were voted on at the Meeting, along with the voting results for each proposal:

1.

To approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to increase the number of authorized shares that we may issue from 350,000,000 total shares to up to 850,000,000 total shares, consisting of up to 750,000,000 shares of Class A common stock, par value $0.0001 per share (the "Class A common stock"), with such numbers to be determined at the Board's discretion, and 25,000,000 shares of Class B common stock, par value $0.0001 per share (the "Class B common stock", and together with the Class A common stock, the "Common Stock") and 75,000,000 shares of preferred stock, par value $0.0001 per share (the "Authorized Share Increase Proposal");

For

Against

Abstain

2,221,561

53,946

4,083

2.

To authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of shares of our Class A common stock in a potential financing as described in the Proxy Statement (the "Potential Public Offering Issuance Proposal");

For

Against

Abstain

2,223,960

49,431

6,199

3.

To authorize, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Class A common stock upon conversion of the convertible promissory note (the "Note") and upon exercise of the common warrants (the "Common Warran