Waldencast plc Receives Notice from Nasdaq Related to Delay in Filing its Annual Report on Form 20-F
May 05 2023 - 4:05PM
Waldencast plc (NASDAQ: WALD) (“Waldencast” or the “Company”), a
global multi-brand beauty and wellness platform, received on May 4,
2023 a notice (the “Notice”) from The Nasdaq Stock Market LLC
(“Nasdaq”) indicating that, as a result of not having timely filed
its Annual Report on Form 20-F for the fiscal year ended December
31, 2022 (the “Form 20-F”), the Company is not in compliance with
Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all
required periodic financial reports with the Securities and
Exchange Commission (the “SEC”).
The Notice has no immediate impact on the listing of the
Company’s securities, which will continue to trade on Nasdaq,
subject to the Company’s compliance with the other continued
listing requirements of Nasdaq. Under the Nasdaq Listing Rules, the
Company has 60 calendar days from the date of the Notice to submit
a plan of compliance to Nasdaq. If Nasdaq accepts the plan, Nasdaq
can grant the Company an exception of up to 180 calendar days from
the original due date of the Form 20-F, or until October 30, 2023,
to regain compliance. However, there can be no assurance that
Nasdaq will accept the Company’s plan to regain compliance or that
the Company will be able to regain compliance within any extension
period granted by Nasdaq. If the Company fails to timely regain
compliance with the Nasdaq Listing Rules, the securities of the
Company will be subject to delisting from Nasdaq.
As previously disclosed, the Company was unable to file the Form
20-F within the prescribed time period without unreasonable effort
or expense because of an ongoing review of the Company’s year-end
2022 financial statements and related issues. The Company is
conducting an analysis pertaining to, among other things, certain
accounting issues in connection with the sale of certain Obagi
Cosmeceuticals LLC products for the Vietnam market. The Company’s
Audit Committee is conducting an independent review, with the
assistance of outside counsel, of the circumstances surrounding
these issues to determine, among other things, whether certain
accounting adjustments are necessary. This review arose from
concerns regarding the lapse in renewing importation licenses in
Vietnam, which are still pending, and related effects, triggering,
among other things, the need for further analysis under Accounting
Standards Codification Topic 606 with respect to the collectability
of the relevant revenue during that period. The Company’s
management and the Audit Committee are also reviewing the
effectiveness of the Company’s controls over its disclosure and
internal accounting and financial reporting for the year ended
December 31, 2022.
The Company has been working diligently to seek to resolve these
accounting issues; however, given the complexity and scope of these
issues, the Company was unable to complete and file the Form 20-F
by the prescribed due date without unreasonable effort and expense,
and as a result, on May 2, 2023, the Company filed a Form 12b-25
with the SEC to extend the Form 20-F filing due date to May 16,
2023. The Company currently anticipates filing the Form 20-F as
promptly as practicable following the resolution of the above noted
issues; however, there can be no assurance as to when the Company
will be able to file the Form 20-F, including whether or not it
will be able to do so within the extension period of fifteen
calendar days of the original due date provided under Rule 12b-25
of the Securities Exchange Act of 1934, as amended, or within the
additional extension period (if any) granted by Nasdaq.
About Waldencast
Founded by Michel Brousset and Hind Sebti, Waldencast’s ambition
is to build a global best-in-class beauty and wellness operating
platform by developing, acquiring, accelerating, and scaling
conscious, high-growth, purpose-driven brands. Waldencast’s vision
is fundamentally underpinned by its brand-led business model that
ensures proximity to its customers, business agility and market
responsiveness, while maintaining each brand’s distinct DNA. The
first step in realizing its vision was the business combination
with Obagi Skincare and Milk Makeup. As part of the Waldencast
platform, brands will benefit from the operational scale of a
multi-brand platform, expertise in managing global beauty brands at
scale, a balanced portfolio to mitigate category fluctuations,
asset-light efficiency and the market responsiveness and speed of
entrepreneurial indie brands. For more information please visit:
https://ir.waldencast.com/.
Cautionary Statement Regarding Forward-Looking
Statements
Statements in this release that are not historical are
forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Such statements include, but are not limited to, statements
regarding the Company’s ability to submit a plan to regain
compliance with the Nasdaq Listing Rules; whether Nasdaq will
accept the Company’s plan to regain compliance with the Nasdaq
Listing Rules; the Company’s ability to file its Form 20-F within
the timeline prescribed by Nasdaq; the Company’s expectations
regarding the resolution of the Audit Committee review; the impact
of such review on the Company’s financial statements; the timing of
the resolution of the issues related to the Company’s fiscal year
2022 financial statements, including its revenue recognition
analysis; the timing of the filing of the Form 20-F; anticipated
changes in results of operations from the corresponding period for
the last fiscal year to be reported in the Form 20-F; and any
assumptions underlying any of the foregoing. Words such as
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "plan," "predict," "project," "should," and "will"
and variations of such words and similar expressions are intended
to identify such forward-looking statements.
These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside the control of the Company, that
could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements, including, among
others: delays in the Audit Committee’s ability to complete its
review and the Company’s ability to finalize its fiscal year 2022
audited financial results in a timely manner; the risk that the
Audit Committee review identifies errors, which may be material;
the finalization of management’s and the Audit Committee’s review
of the effectiveness of the Company’s internal accounting controls
and financial reporting and the potential for material weakness in
the Company’s internal control over financial reporting; the impact
of conversations with the Company’s lenders on cash flow, financing
or financial information; covenants, defaults and events of default
under the Company’s credit agreement, which could limit the
Company’s ability to operate or undertake certain types of
transactions and could adversely affect the Company’s liquidity;
the potential for delisting, legal proceedings or government
investigations or enforcement actions relating to the subject of
the Audit Committee review or inability to finalize financial
results in a timely manner; and other risks detailed in the
Company’s Registration Statement on Form F-1 (File No. 333-267053),
originally filed with the SEC on August 24, 2022 and as thereafter
amended, and in other documents that it files or furnishes with the
SEC, which you are encouraged to read. Should one or more of these
risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those indicated or anticipated by such forward-looking
statements. Accordingly, you are cautioned not to rely on these
forward-looking statements, which speak only as of the date they
are made. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release,
except as required by law.
Contacts:
InvestorsICR Allison Malkin/Nina
Weisswaldencastir@icrinc.com
MediaICRBrittney Fraser/Alecia
Pulmanwaldencast@icrinc.com
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