Tuesday Morning Announces Voluntary Delisting from the Nasdaq Capital Market
23 Décembre 2022 - 11:02PM
Tuesday Morning Corporation (NASDAQ: TUEM) (“Tuesday Morning” or
the “Company”), a leading off-price retailer of home goods and
décor, today announced that it has notified The Nasdaq Stock Market
LLC (“Nasdaq”) of the Company’s decision to voluntarily delist its
common stock from the Nasdaq Capital Market and its intent to file
a Form 25 with the U.S. Securities and Exchange Commission (the
“SEC”) on or about January 2, 2023. As a result, the Company
expects the delisting of its common stock to become effective on or
about January 12, 2023.
As previously disclosed in the Company’s Current Report on Form
8-K filed on November 10, 2022, the Company’s Audit Committee was
reduced to two members in connection with the appointment of Andrew
Berger as the Company’s new Chief Executive Officer. Accordingly,
the Company currently is not compliant with Nasdaq Listing Rule
5605(c)(2), which requires that the audit committee of a Nasdaq
listed company consist of at least three members, each of whom is
an independent director pursuant to the Nasdaq Listing Rules. On
November 7, 2022, the Company notified Nasdaq of Mr. Berger’s
appointment as Chief Executive Officer and resignation from the
Audit Committee and the resulting non-compliance with Nasdaq
Listing Rule 5605(c)(2). The Company also received a letter from
Nasdaq indicating the Company was not in compliance with Nasdaq
Listing Rule 5605 and noting that the Company would, in accordance
with Nasdaq Listing Rule 5605(c)(4)(B), have a cure period until
the earlier of its next annual meeting of shareholders or May 3,
2023 to regain compliance.
The delisting is the first step in a longer-term plan for the
Company to deregister as a public reporting company and terminate
its obligations to make filings with the Securities and Exchange
Commission (the “SEC”). Assuming certain conditions to
deregistration are satisfied, including the Company having fewer
than 300 record holders of its stock as of the beginning of its
next fiscal year on July 3, 2023, the Company expects the
deregistration would be complete in September of 2023.
The Company’s Board of Directors made the decision to delist and
deregister the Company following careful consideration of its
current financial situation. Due to a number of factors, including
lower than forecast sales, increased insurance costs and costs
relating to the separation with senior Company executives in
November 2022, the Company is facing near-term capital constraints
and is actively seeking to raise additional capital. With the
Company’s liquidity position and the potential benefits of listing
in mind, the Board of Directors has determined that the voluntary
delisting of the Company’s common stock is in the best interests of
the Company and its stockholders.
The Company believes a delisting and deregistration provide
several benefits to the Company and its stockholders,
including:
- Flexibility in raising capital to solidify its liquidity
position;
- Lower operating costs and management time commitment for
compliance and reporting activities;
- The potential for lower regulatory and operating expenses;
and
- Simplified corporate governance structure.
The Company anticipates that its common stock
will be quoted on the Pink Sheets platform or other market operated
by OTC Markets Group Inc. (the “OTC”), and it
currently intends to continue to provide information to its
stockholders and to take such actions within its control to enable
its common stock to be quoted in the Pink Sheets or on another OTC
market so that a trading market may continue to exist for its
common stock. There is no guarantee, however, that a broker will
continue to make a market in the common stock and that trading of
the common stock will continue on an OTC market or otherwise.
About Tuesday MorningTuesday
Morning Corporation is one of the original off-price retailers
specializing in name-brand, high-quality products for the home,
including upscale home textiles, home furnishings, housewares,
gourmet food, toys and seasonal décor, at prices generally below
those found in boutique, specialty and department stores, catalogs
and on-line retailers. Based in Dallas, Texas, the Company opened
its first store in 1974 and currently operates 487 stores in 40
states. More information and a list of store locations may be found
on the Company's website at www.tuesdaymorning.com.
Cautionary Notice Regarding
Forward-Looking StatementsThis press release contains
forward-looking statements, which are based on management’s current
expectations, estimates and projections. Forward-looking statements
include statements regarding management’s plans and strategies,
execution of management’s plans and strategies and future financial
performance. The forward-looking statements in this press release
are subject to risks and uncertainties that could cause actual
results to differ materially from those reflected in the
forward-looking statements.
Reference is hereby made to the Company’s
filings with the Securities and Exchange Commission, including, but
not limited to, "Item 1A. Risk Factors" of the Company's most
Annual Report on Form 10-K for the fiscal year ended July 2, 2022
for examples of risks, uncertainties and events that could cause
our actual results to differ materially from the expectations
expressed in our forward-looking statements. These risks,
uncertainties and events also include, but are not limited to, the
following: the effects and length of the COVID-19 pandemic; changes
in economic and political conditions which may adversely affect
consumer spending; our ability to identify and respond to changes
in consumer trends and preferences; our ability to mitigate
reductions of customer traffic in shopping centers where our stores
are located; increases in the cost or a disruption in the flow of
our products, including the extent and duration of the ongoing
impacts to domestic and international supply chains from the
COVID-19 pandemic; impacts to general economic conditions and
supply chains from the disruption in Europe; impacts of inflation
and increasing interest rates; any inability to effectively launch
our proposed e-commerce platform or to realize anticipated benefits
from the proposed Pier 1 licensing arrangement; our ability to
continuously attract buying opportunities for off-price merchandise
and anticipate consumer demand; our ability to obtain merchandise
on varying payment terms; our ability to successfully manage our
inventory balances profitably; our ability to effectively manage
our supply chain operations; loss of, disruption in operations of,
or increased costs in the operation of our distribution center
facility; our ability to generate sufficient cash flows, maintain
compliance with our debt agreements and continue to access the
capital markets; unplanned loss or departure of one or more members
of our senior management or other key management; increased or new
competition; our ability to maintain and protect our information
technology systems and technologies and related improvements to
support our growth; increases in fuel prices and changes in
transportation industry regulations or conditions; changes in
federal tax policy including tariffs; the success of our marketing,
advertising and promotional efforts; our ability to attract, train
and retain quality employees in appropriate numbers, including key
employees and management; increased variability due to seasonal and
quarterly fluctuations; our ability to protect the security of
information about our business and our customers, suppliers,
business partners and employees; our ability to comply with
existing, changing and new government regulations; our ability to
manage risk to our corporate reputation from our customers,
employees and other third parties; our ability to manage litigation
risks from our customers, employees and other third parties; our
ability to manage risks associated with product liability claims
and product recalls; the impact of adverse local conditions,
natural disasters and other events; our ability to manage the
negative effects of inventory shrinkage; our ability to manage
exposure to unexpected costs related to our insurance programs;
increased costs or exposure to fraud or theft resulting from
payment card industry related risk and regulations; our ability to
meet all applicable requirements for continued listing of our
common stock on The Nasdaq Stock Market, including the minimum bid
requirement of $1.00 per share; and our ability to remediate our
material weakness in internal control over financial reporting and
to maintain an effective system of internal controls over financial
reporting. The Company’s filings with the SEC are available at the
SEC’s web site at www.sec.gov.
The forward-looking statements made in this
press release relate only to events as of the date on which the
statements were made. Except as may be required by law, the Company
disclaims obligations to update any forward-looking statements to
reflect events and circumstances after the date on which the
statements were made or to reflect the occurrence of unanticipated
events. Investors are cautioned not to place undue reliance on any
forward-looking statements.
INVESTOR RELATIONS:Caitlin
ChurchillICR203-682-8200Caitlin.Churchill@icrinc.com
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