Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standards; Transfer of Listing.
As previously disclosed, on May 25, 2021, Sequential Brands Group, Inc.
("Sequential" or the "Company") and certain of its subsidiaries received a
letter from the Nasdaq Stock Market ("Nasdaq") notifying the Company that as a
result of not having timely filed its Quarterly Report on Form 10-Q for the
period ended March 31, 2021 (the "Form 10-Q") that the Company was not in
compliance with the requirements of Nasdaq Listing Rule 5250(c)(1). On August
25, 2021, the Company received an additional letter from Nasdaq indicating that
the Company remains delinquent in filing the Form 10-Q for the period ended
March 31, 2021 as well as for the period ended June 30, 2021 and therefore is
not in compliance with Nasdaq Rule 5250(c)(1). The additional letter states that
the Company is required to submit a plan to regain compliance with the rule by
September 3, 2021 and that any exception to allow the Company to regain
compliance, if granted, would require compliance by November 22, 2021.
On August 31, 2021, the Company and certain of its subsidiaries commenced
voluntary Chapter 11 proceedings under Chapter 11 of the United States in the
United States Bankruptcy Court for the District of Delaware. The Company
received a letter from Nasdaq notifying the Company that, in accordance with
Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1 and as a result of its Chapter
11 filing and the existing non-compliance due to filing delinquencies, the
trading of the Company's common stock will be suspended at the opening of
business on September 9, 2021 and a Form 25-NSE will be filed with the
Securities and Exchange Commission which will remove the Company's securities
from listing and registration on the Nasdaq.
Item 7.01. Regulation FD Disclosure.
On August 31, 2021, the Company issued a press release announcing the delisting
of the Company's securities from listing and registration on The Nasdaq Stock
Market. A copy of the press release is attached as Exhibit 99.1 hereto and
incorporated herein by reference.
The information contained in this Item 7.01, including in Exhibit 99.1, shall
not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, and shall not be deemed to be incorporated by
reference into any of the Company's filings under the Securities Act of 1933, as
amended, or the Exchange Act, whether made before or after the date hereof and
regardless of any general incorporation language in such filings, except to the
extent expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release, dated August 31, 2021
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