3D Systems Corporation filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 19, 2024, 3D Systems Corporation (the “Company”) received a notice (the “NYSE Notice”) from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”).
The NYSE Notice has no immediate effect on the listing of the Company’s common stock on the NYSE. The NYSE Notice informed the Company that, under NYSE rules, the Company has six months from November 18, 2024 to regain compliance with the NYSE listing standards by filing the Form 10-Q with the SEC. If the Company fails to file the Form 10-Q within the six-month period, the NYSE may grant, in its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The NYSE Notice also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.
As previously reported in the Company’s Notification of Late Filing on Form 12b-25 filed with the SEC on November 13, 2024 (the “Form 12b-25”), the Company was unable to file the Form 10-Q within the prescribed period because additional time, resources and effort are required to complete work related to the financial reporting and close procedures with respect to the Form 10-Q. Specifically, the delay in filing has been caused by the need for an interim valuation of goodwill and long-lived assets, triggered by recent performance of the Company’s stock and market volatility as of September 30, 2024. The Company is updating the key inputs and estimates used to perform its interim valuation of goodwill and long-lived assets and assess the corresponding results. These processes require significant resources from the Company’s financial, accounting and administrative personnel.
The Company is working diligently to complete the necessary work to file the Form 10-Q as soon as practicable and currently anticipates filing the Form 10-Q on Tuesday, November 26, 2024, which will bring the Company back into compliance with these NYSE listing standards.
On November 21, 2024, the Company issued a press release (the “Press Release”) regarding receipt of the NYSE Notice, among other items. The Press Release is filed as Exhibit 99.1 hereto and the applicable disclosure regarding the NYSE Notice is hereby incorporated by reference into this Item 3.01.
Item 7.01. Regulation FD Disclosure.
Included in the Press Release is an announcement that the Company plans to release its full financial results for the fiscal quarter ended September 30, 2024 on Tuesday, November 26, 2024. Also included in the Press Release is an announcement that the Company will hold a conference call and webcast at 8:30 a.m., Eastern Time, on Wednesday, November 27, 2024, to discuss its fiscal quarter ended September 30, 2024 financial results and other matters relating to the Company’s plans and operations. A copy of the Press Release, which contains additional
information regarding how to access the conference call and webcast and how to listen to a recorded playback of the call after it is completed, is furnished herewith as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01 shall not be deemed “filed” with the SEC for purposes of the Securities Exchange Act of 1934, as amended, nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press release, dated November 21, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| 3D SYSTEMS CORPORATION | ||||||
| Date: November 22, 2024 | By: | /s/ Jeffrey D. Creech | ||||
| Jeffrey D. Creech | ||||||
| Executive Vice President and Chief Financial Officer | ||||||