NASDAQ 0001391127 0001391127 2024-04-04 2024-04-04





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 4, 2024




(Exact name of registrant as specified in its charter)




Delaware   001-33508   20-1677033

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


11811 North Tatum Blvd., Suite 3031

Phoenix, AZ

(Address of principal executive offices)   (zip code)

Registrant’s telephone number, including area code: (602) 850-5000



Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, $0.001 par value per share   EGIO   Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 3.01

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

As previously reported, on April 4, 2024 and May 16, 2024, Edgio, Inc. (“Edgio” or the “Company”) received notification letters (the “Notices”) 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, 2023 (the “2023 Form 10-K”) and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “2024 Q1 10-Q” and together with the 2023 Form 10-K, the “Delinquent Reports”), respectively, with the Securities and Exchange Commission (the “SEC”), the Company was 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 Notices had no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market. Also as previously reported, the Company submitted a plan to regain compliance and the Nasdaq granted the Company an extension until June 30, 2024 to file the Delinquent Reports to regain compliance. Following discussions with Nasdaq, the Company updated its plan to regain compliance and requested that Nasdaq grant the Company an additional extension to file the Delinquent Reports until September 30, 2024. On July 1, 2024, the Company received notice from Nasdaq accepting the Company’s request and granted a further extension of time, until September 30, 2024, for the Company to file the Delinquent Reports to regain compliance.

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 2023 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 June 29, 2023 and the Company’s subsequent reports filed with the SEC.

All forward-looking statements in this Current Report on Form 8-K/A 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.


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.


July 2, 2024     EDGIO, INC.

/s/ Richard P. Diegnan

      Richard P. Diegnan
      Chief Legal Officer & Secretary