Form 8-K - Current report

EXPRESS, INC.

Date: March 6, 2024

/s/ Laurel Krueger

Laurel Krueger

Chief Legal Officer and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2024

EXPRESS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-34742

26-2828128

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1 Express Drive

Columbus, Ohio

43230

(Address of principal executive offices)

(Zip Code)

(614) 474-4001

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

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))

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

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

EXPR

The New York Stock Exchange ⁽¹⁾

(1)

On March 6, 2024, the New York Stock Exchange (the “NYSE”) notified Express, Inc. (the “Company”) that it plans to file a notification of removal from listing (Form 25) with the Securities and Exchange Commission (the “SEC”) to delist the Company’s common stock from the NYSE upon the completion of all applicable procedures. After the Form 25 is filed by the NYSE, the delisting will become effective 10 days later. The deregistration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will occur 90 days following the filing of the Form 25, or such shorter period as the SEC may determine. Upon deregistration of the Company’s common stock under Section 12(b) of the Exchange Act, the Company’s common stock will remain registered under Section 12(g) of the Exchange Act. The Company’s common stock began trading on the OTC Pink Open Market after market close on March 6, 2024.

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

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.

On March 6, 2024, the New York Stock Exchange (the “NYSE”) notified Express, Inc. (the “Company”), and publicly announced, that it had determined to commence proceedings to delist the Company’s common stock, par value $0.01 per share (the “Common Stock”), as a result of the Company’s non-compliance with Rule 802.01B of the NYSE Listed Company Manual which requires listed companies to maintain an average global market capitalization of at least $15 million over a period of 30 consecutive trading days. Trading in the Common Stock on the NYSE was suspended after market close on March 6, 2024.

The NYSE will apply to the Securities and Exchange Commission (the “SEC”) to delist the Common Stock upon completion of all applicable procedures.

As a result of the suspension in trading and expected delisting, the Common Stock is expected to commence trading on the OTC Pink Open Market under the symbol “EXPR”. The OTC Pink Open Market is a significantly more limited market than the NYSE, and quotation on the OTC Pink Open Market will likely result in a less liquid market for existing and potential holders of the Common Stock to trade the Common Stock and could further depress the trading price of the Common Stock. The Company can provide no assurance that the Common Stock will continue to trade on this market, whether broker-dealers will continue to provide public quotes of the Common Stock on this market, or whether the trading volume of the Common Stock will be sufficient to provide for an efficient trading market for existing and potential holders of the Common Stock.

The transition to the OTC Pink Open Market will not affect the Company’s business operations or its SEC reporting obligations.

A copy of the press release issued by the Company in connection with the delisting of the Common Stock from the NYSE is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Cautionary Note Concerning Forward-Looking Statements

Certain statements made in this Current Report on Form 8-K, including statements regarding the delisting of the Common Stock from the NYSE and trading in the Common Stock on the OTC Pink Open Market, may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that does not directly relate to any historical or current fact and can be identified by the use of words in the future tense and statements accompanied by words such as “expect,” “potential,” “continue,” “may,” “will,” “should,” “predict,” “intend,” “plan,” “anticipate” or the negative version of these words or other comparable words. Forward-looking statements are based on the Company’s current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict, and significant contingencies, many of which are beyond the Company’s control, that could cause actual results to differ materially and adversely from any of these forward-looking statements. Among these factors are: the Company’s ability to operate its business efficiently, manage capital expenditures and costs, and obtain financing when required; the Company’s dependence on key executive management; the Company’s dependence upon third parties to manufacture all of its merchandise; the Company’s ability to execute its growth strategy; restrictions imposed on the Company under the terms of its current credit facility, including asset-based requirements related to inventory levels and its ability to make additional borrowings; the Company’s inability to maintain compliance with covenants in its current credit facility; risks related to the Company’s strategic partnership with WHP Global; impacts of the delisting of the Common Stock from the NYSE; and the financial and other effects of the Company’s workforce reduction and other cost reduction actions, including an inability to realize the benefits from such actions within the anticipated timeframe. These factors should not be construed as exhaustive and should be read in conjunction with the additional information concerning these and other factors in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

99.1		Press Release of Express, Inc., dated March 6, 2024.

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

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.

Exhibit 99.1

FOR IMMEDIATE RELEASE

Express, Inc. Receives Delisting Notice From the New York Stock Exchange

COLUMBUS, Ohio – March 6, 2024 – Express, Inc. (NYSE: EXPR) (“Express” or the “Company”) today announced that it received notification from the New York Stock Exchange (“NYSE”) indicating that the common stock of the Company will be delisted, and trading of its common stock on the NYSE was suspended, after market close on March 6, 2024.

The Company’s common stock will now trade publicly on the OTC Pink^® Market under the symbol “EXPR”. This transition to the over-the-counter market will not affect the Company’s business operations or its U.S. Securities and Exchange Commission reporting obligations, and it does not conflict with or cause an event of default under any of the Company’s material debt or other agreements.

The NYSE reached its decision to delist the Company’s common stock pursuant to Rule 802.01B of the NYSE Listed Company Manual, which requires listed companies to maintain an average global market capitalization of at least $15 million over a period of 30 consecutive trading days.

“Over the past several months, we have taken decisive steps to position Express for the long term, including implementing a series of cost-saving initiatives and streamlining our process to enhance operational efficiency,” said Stewart Glendinning, CEO. “We remain focused on continuing to serve our customers and positioning our organization for the future.”

About Express, Inc.

Express, Inc. is a multi-brand fashion retailer whose portfolio includes Express, Bonobos and UpWest. The Company operates an omnichannel platform as well as physical and online stores. Grounded in a belief that style, quality and value should all be found in one place, Express is a brand with a purpose – We Create Confidence. We Inspire Self-Expression. – powered by a styling community. Bonobos is a menswear brand known for exceptional fit and an innovative retail model. UpWest is an apparel, accessories and home goods brand with a purpose to Provide Comfort for People & Planet.

The Company has approximately 530 Express retail and Express Factory Outlet stores in the United States and Puerto Rico, the Express.com online store and the Express mobile app; approximately 60 Bonobos Guideshop locations and the Bonobos.com online store; and 12 UpWest retail stores and the UpWest.com online store. For more information about our Company, please visit www.express.com/investor and for more information about our brands, please visit www.express.com, www.bonobos.com or www.upwest.com.

Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that does not directly relate to any historical or current fact. You can identify these forward-looking statements by the use of words in the future tense and statements accompanied by words such as “outlook,” “indicator,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “scheduled,” “estimates,” “anticipates,” “opportunity,” “leads” or the negative version of these words or other comparable words. Forward-looking statements are based on the Company’s current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict, and significant contingencies, many of which are beyond the Company’s control. Many factors could cause the Company’s actual results to differ materially and adversely from any of these forward-looking statements. Among these factors are (1) changes in consumer spending and general economic conditions; (2) the duration and severity of ongoing negative macroeconomic conditions caused by the COVID-19 pandemic and their future impact on the Company’s business operations, financial condition, liquidity and cash flow; (3) geopolitical risks, including impacts

from the ongoing conflict between Russia and Ukraine and increased tensions between China and Taiwan; (4) the Company’s ability to operate its business efficiently, manage capital expenditures and costs, and obtain financing when required; (5) the Company’s ability to identify and respond to new and changing fashion trends, customer preferences, and other related factors including selling through inventory at an appropriate price; (6) fluctuations in the Company’s sales, results of operations, and cash levels on a seasonal basis and due to a variety of other factors, including its product offerings relative to customer demand, the mix of merchandise we sell, promotions, inventory levels, and sales mix between stores and eCommerce; (7) customer traffic at malls, shopping centers, and at the Company’s stores; (8) competition from other retailers; (9) the Company’s dependence on a strong brand image; (10) the Company’s ability to adapt to changing consumer behavior and develop and maintain a relevant and reliable omni-channel experience for its customers, including the Company’s efforts to optimize its omni-channel platform through its partnership with WHP Global; (11) the failure or breach of information systems upon which the Company relies; (12) the Company’s ability to protect customer data from fraud and theft; (13) the Company’s dependence upon third parties to manufacture all of its merchandise; (14) changes in the cost of raw materials, labor, and freight; (15) labor shortages and supply chain disruption; (16) the Company’s dependence upon key executive management; (17) the Company’s ability to execute its growth strategy, EXPRESSway Forward, including, but not limited to, engaging its customers and acquiring new ones, executing with precision to accelerate sales and profitability, creating great product and reinvigorating its brand; (18) the Company’s substantial lease obligations; (19) the Company’s reliance on third parties to provide it with certain key services for its business; (20) impairment charges on long-lived assets; (21) claims made against the Company resulting in litigation or changes in laws and regulations applicable to the Company’s business; (22) the Company’s inability to protect its trademarks or other intellectual property rights which may preclude the use of its trademarks or other intellectual property around the world; (23) restrictions imposed on the Company under the terms of its current credit facility, including asset based requirements related to inventory levels, ability to make additional borrowings, and restrictions on the ability to effect share repurchases; (24) the Company’s inability to maintain compliance with covenants in its current credit facility; (25) changes in tax requirements, results of tax audits, and other factors including timing of tax refund receipts, that may cause fluctuations in the Company’s effective tax rate; (26) changes in tariff rates; (27) natural disasters, extreme weather, public health issues, including pandemics, fire, acts of terrorism or war and other events that cause business interruption, (28) risks related to the Company’s strategic partnership with WHP Global; (29) the Company’s ability to realize the expected strategic and financial benefits of the Bonobos acquisition; (30) impacts of the delisting of the Company’s common stock from the New York Stock Exchange; and (31) the financial and other effects of the Company’s workforce reduction and other cost reduction actions, including an inability to realize the benefits from such actions within the anticipated timeframe. These factors should not be construed as exhaustive and should be read in conjunction with the additional information concerning these and other factors in Express, Inc.’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.

Investor Contact

Mark A. Still

Interim Chief Financial Officer

614-474-8221

ir@express.com

Document and Entity Information	Mar. 06, 2024
Cover [Abstract]
Security Exchange Name	NYSE
Amendment Flag	false
Entity Central Index Key	0001483510
Document Type	8-K
Document Period End Date	Mar. 06, 2024
Entity Registrant Name	EXPRESS, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-34742
Entity Tax Identification Number	26-2828128
Entity Address, Address Line One	1 Express Drive
Entity Address, City or Town	Columbus
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43230
City Area Code	(614)
Local Phone Number	474-4001
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	EXPR
Entity Emerging Growth Company	false