Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on
On
The Company may appeal NYSE Regulation's determination pursuant to Part 12 of the NYSE American Company Guide within seven calendar days of the notice. However, even if the Company were to appeal NYSE Regulation's determination, there can be no assurance that any such request for continued listing would be granted, and therefore, it is expected that the Common Stock will be delisted.
The NYSE American will announce a suspension date and suspend trading of the
Common Stock at such time as (i) the Company does not request a review by a
committee of the board of directors of the NYSE American within seven calendar
days of the notice, (ii) the Company determines that it does not intend to
appeal, (iii) the subsequent review of the committee determines that the Company
should be suspended, or (iv) there are other material developments. After the
suspension announcement, the NYSE American would then apply to the
Item 7.01 Regulation FD Disclosure.
On
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Trading in
The Company's securityholders are cautioned that trading in the Company's securities during the pendency of the Chapter 11 Cases will be highly speculative and will pose substantial risks. The Chapter 11 Cases may result in holders of the Company's securities receiving no value for their interests. Because of such a possibility, the trading prices for the Company's securities may bear little or no relationship to the actual recovery, if any, by holders thereof in the Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K (this "Current Report") contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. The Company intends for such forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Exchange Act. The words "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "could," "would,"
"project," "plan," "potentially," "preliminary," "likely," and similar
expressions are intended to identify forward-looking statements. All statements
contained in this Current Report other than statements of historical fact, are
forward-looking statements, including statements regarding the Company's plans
to sell substantially all of its assets pursuant to Chapter 11 of the
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third parties that have an interest in the Chapter 11 Cases; (x) increased legal
and other professional costs necessary to execute the Company's restructuring;
(xi) the Company's ability to maintain relationships with suppliers, customers,
employees and other third parties and regulatory authorities as a result of the
Chapter 11 Cases; (xii) the trading price and volatility of the Company's common
stock and the effects of the expected delisting from The NYSE American; (xiii)
litigation and other risks inherent in a bankruptcy process; (xiv) the impact of
uncertainty regarding the Company's ability to continue as a going concern on
its liquidity and prospects; and (xv) risks related to the Company's plans to
effect the disposition of its assets pursuant to Chapter 11 of the
These forward-looking statements are subject to a number of known and unknown
risks, uncertainties and assumptions, including those described under the
sections entitled "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
Any forward-looking statements made herein speak only as of the date of this Current Report. Except as required by applicable law, the Company undertakes no obligation to update any of these forward-looking statements for any reason after the date of this Current Report or to conform these statements to actual results or revised expectations. Any forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, restructurings, joint ventures, partnerships or investments the Company may make.
These forward-looking statements are based upon information available to the Company as of the date of this Current Report, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 99.1 Press Release ofWinc, Inc. , datedDecember 8, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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