Part IV (3) Explanation
For the reasons described in Part III Narrative of this Form
12b-25,
the Board has concluded that the Company
would be unable to file the Fiscal 2018 Form
10-K
(or other Periodic Reports) without unreasonable effort and expense. The Company believes, however, that its results of operations for the fiscal year ended
February 2, 2019 differed significantly from its results of operations for the fiscal year ended February 3, 2018 due to significant adverse developments that occurred with respect to the Companys business and liquidity during the
fiscal year, including the commencement of the Chapter 11 Cases.
The Company has filed a Quarterly Report on Form
10-Q
containing unaudited condensed consolidated financial statements of the Company prepared on the basis of accounting standards applicable to reorganizations for the three and nine months ended
November 3, 2018.
The Company has filed operating reports with the Bankruptcy Court relating to periods subsequent to
November 3, 2018 and has included these operating reports as exhibits to its Current Reports on Form
8-K.
The period covered by each of these operating reports and the date of the Companys Current
Report on Form
8-K
in which it was included as an exhibit are as follows:
|
|
|
Period of Operating Report
|
|
Date of Form
8-K
|
November 4 December 1, 2018
|
|
January 28, 2019
|
December 2, 2018 January 5, 2019
|
|
January 28, 2019
|
January 6 February 2, 2019
|
|
March 11, 2019
|
February 3 March 2, 2019
|
|
April 16, 2019
|
Documents filed on the docket of and other information related to the Chapter 11 Cases are available free of charge online at
https://restructuring.primeclerk.com/sears.
Cautionary Statement Regarding Forward-Looking Statements
Various statements in this Form
12b-25
or documents referred to herein, including those that express a belief,
expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and
Section 21E of the Exchange Act. The Companys actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, which include the following: risks and
uncertainties relating to the Chapter 11 Cases, including but not limited to, the Companys ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Company and on
the interests of various constituents, the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, the duration
of the Chapter 11 Cases, risks associated with third-party motions in the Chapter 11 Cases, and the Companys ability to realize proceeds from remaining assets; risks related to the trading of the Companys common stock and warrants on the
OTC Pink Market, particularly because the Plan of Liquidation provides that there will not be sufficient funds or other assets in the Estate to allow holders of the Companys common stock or warrants to receive any distribution of value in
respect of their equity interests; risks relating to the Companys ability to confirm the Plan of Liquidation; the uncertainty as to when or whether the effective date of the Plan of Liquidation will occur; the risk that the Chapter 11 Cases
may be converted to cases under chapter 7 of the Bankruptcy Code; as well as other risk factors set forth in the Companys Disclosure Statement included as Exhibit 99.2 to the Companys Current Report on Form
8-K
filed on April 18, 2019. The Company therefore cautions readers against relying on these forward-looking statements. All forward-looking statements attributable to the Company or persons acting on the
Companys behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and, except as required by law, the Company undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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