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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 23, 2023, Edgio, Inc. (“Edgio” or the “Company”) received a notification letter (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company’s delay in filing its Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”) with the Securities and Exchange Commission (the “SEC”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the SEC.
The Company previously reported in its Notification of Late Filing on Form 12b-25, filed with the SEC on March 13, 2023, and in its Current Report on Form 8-K, filed with the SEC on March 13, 2023, that the Company was unable to file its 2022 Form 10-K within the prescribed time period due to an error in accounting for sales of Edgio’s Open Edge solution which resulted in the Company’s plan to restate its previously issued financials.
The Notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Global Market. The Company has 60 calendar days from receipt of the Notice, or until May 22, 2023, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an exception of up to 180 calendar days from the prescribed due date for filing the 2022 Form 10-K, or until September 12, 2023, to regain compliance. The Company intends to file the Form 10-K as promptly as possible in order to regain compliance with the Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
Forward-Looking Statement Disclaimer
The Company includes in this Current Report on Form 8-K “forward-looking statements” within the meaning of the federal securities laws. A reader can identify forward-looking statements because they are not limited to historical fact or they use words such as “expects,” “estimates,” “intends,” and similar expressions that concern the Company’s strategy, plans, intentions or beliefs about future occurrences or results, including without limitation, statements regarding the Company’s current expectations and intentions with respect to the filing of its 2022 Form 10-K. It is very difficult to predict the effect of known factors, and the Company cannot anticipate all factors that could affect actual results that may be important to an investor. All forward-looking information should be evaluated in the context of these risks, uncertainties and other factors, including those factors disclosed in this Current Report and those factors disclosed under “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2022 and the Company’s subsequent reports filed with the SEC.
All forward-looking statements in this Current Report on Form 8-K are based on information available to the Company as of the date hereof. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
|Item 7.01|| |
Regulation FD Disclosure.
On March 27, 2023, the Company issued a press release announcing its receipt of the Notice from Nasdaq, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.
|Item 9.01|| |
Financial Statements and Exhibits
|Exhibit No.|| |
|99.1||Press Release of Edgio, Inc., dated March 27, 2023.|
|104.1||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|March 27, 2023||EDGIO, INC.|
/s/ Richard P. Diegnan
|Richard P. Diegnan|
|Chief Legal Officer & Secretary|
Edgio, Inc. Receives Expected Notice from NASDAQ
PHOENIX March 27, 2023 Edgio, Inc. (Nasdaq: EGIO) (the Company), today announced that it received an expected notice (the Notice) on March 23, 2023 from The Nasdaq Stock Market LLC (Nasdaq) stating that the Company is not in compliance with the requirements for continued listing under Nasdaq Listing Rule 5250(c)(1) (the Listing Rule) because the Company has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2022 (the Annual Report) with the Securities and Exchange Commission (the SEC). The Notice has no immediate effect on the listing or trading of the Companys common stock on the Nasdaq Global Select Market.
The Company previously reported in its Notification of Late Filing on Form 12b-25, filed with the SEC on March 13, 2023, and in its Current Report on Form 8-K, filed with the SEC on March 13, 2023, that the Company was unable to file its Annual Report within the prescribed time period due to an error in accounting for sales of Edgios Open Edge solution which resulted in the Companys plan to restate its previously issued financials.
The Notice states that the Company has 60 calendar days from the date of the Notice, or until May 22, 2023, to submit a plan to regain compliance with the Listing Rule. If Nasdaq accepts the Companys plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Annual Report, or until September 12, 2023, to file the Annual Report to regain compliance.
The Company continues to work diligently to finalize its Annual Report and plans to file its Annual Report as promptly as possible to regain compliance with the Listing Rule.
This press release contains forward-looking statements that involve risks and uncertainties. These statements include, among others, statements regarding the Companys current expectations and intentions with respect to the filing of its Annual Report. Our expectations and beliefs regarding these matters may not materialize. It is very difficult to predict the effect of known factors, and the Company cannot anticipate all factors that could affect actual results that may be important to an investor. All forward-looking information should be evaluated in the context of these risks, uncertainties, and other factors, including those factors disclosed in our SEC filings, including our most recent reports on Form 10-K and 10-Q, particularly under the heading Risk Factors. Copies of these filings are available online on our investor relations website at investors.edgio.com and on the SEC website at www.SEC.gov. All information provided in this release and in the attachments is as of March 27, 2023, and we undertake no duty to update this information in light of new information or future events, unless required by law.
Edgio (NASDAQ: EGIO) helps companies deliver online experiences and content faster, safer, and with more control. Our developer-friendly, globally scaled edge network, combined with our fully integrated application and media solutions, provide a single platform for the delivery of high-performing, secure web properties and streaming content. Through this fully integrated platform and end-to-end edge services, companies can deliver content quicker and more securely, thus boosting overall revenue and business value. To learn more, visit edg.io and follow us on Twitter, LinkedIn and Facebook.
Joele Frank, Wilkinson Brimmer Katcher
Andi Rose / Mahmoud Siddig