SECURITIES AND EXCHANGE COMMISSION
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 12, 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 Quarterly Report on Form 10-Q for the period ended March 31, 2023 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”), and because the Company remains delinquent in filing its Annual Report on Form 10-K for the period ended December 31, 2022 (the “Initial Delinquent Filing”), 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2022 within the prescribed time period, and reported in its Notification of Late Filing on Form 12b-25, filed with the SEC on May 10, 2023, that the Company was unable to file its Form 10-Q 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 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 due date of the Initial Delinquent Filing, or until September 12, 2023, to regain compliance. The Company intends to file the Form 10-Q 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 Form 10-Q; statements regarding the Company’s submission of a plan to regain compliance with the Rule; and statements regarding Nasdaq’s potential acceptance of such plan. 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 8.01 Other Events.
On May 17, 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.
|Item 9.01|| |
Financial Statements and Exhibits
|99.1||Press Release of Edgio, Inc., dated May 17, 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.
|May 17, 2023||EDGIO, INC.|
/s/ Richard P. Diegnan
|Richard P. Diegnan|
|Chief Legal Officer & Secretary|
Edgio, Inc. Receives Nasdaq Notification Regarding Late Filing of Form 10-Q
PHOENIX May 17, 2023 Edgio, Inc. (NASDAQ: EGIO) (the Company) today announced that it received a notice (the Notice) on May 12, 2023, from The NASDAQ Stock Market LLC (Nasdaq) stating that is not in compliance with the requirements for continued listing under Nasdaq Listing Rule 5250(c)(1) (the Listing Rule) due to the delay in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2023 (the Quarterly Report) and because the Company remains delinquent in filing its Annual Report on Form 10-K for the period ended December 31, 2022 (the Annual Report).
As previously disclosed on March 13, 2023, the Company was unable to file its Annual Report within the prescribed 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 Company continues to work diligently to finalize and file its Annual Report and Quarterly Report as promptly as possible to regain compliance with the Listing Rule.
The Notice has no immediate effect on the listing of the Companys common stock on the Nasdaq Global Select Market. The Company has 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 until September 12, 2023 to regain compliance.
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 and Quarterly 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