Tuesday Morning Corp. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 23, 2022, Tuesday Morning Corporation (the “Company”) notified The Nasdaq Stock Market LLC (the “Nasdaq”) of the Company’s decision to voluntarily delist its common stock from The Nasdaq Capital Market and its intent to file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on or about January 2, 2023. As a result, the Company expects the delisting of its common stock to become effective on or about January 12, 2023. The delisting is the first step in a longer-term plan for the Company to deregister as a public company and terminate its obligations to make filings with the SEC.
The Company anticipates that its common stock will be quoted on the Pink Sheets platform or other market operated by OTC Markets Group Inc. (the “OTC”), and it currently intends to continue to provide information to its stockholders and to take such actions within its control to enable its common stock to be quoted in the Pink Sheets or on another OTC market so that a trading market may continue to exist for its common stock. There is no guarantee, however, that a broker will continue to make a market in the common stock and that trading of the common stock will continue on an OTC market or otherwise.
Item 7.01. Regulation FD Disclosure.
On December 23, 2022, the Company issued a press release as required by the Nasdaq listing rules regarding the decision by the Board to voluntarily delist the Company’s common stock from The Nasdaq Capital Market. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The foregoing is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01. Financial Statements and Exhibits
| Exhibit Number | Description |
| 99.1 | Press Release, dated December 23, 2022 |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL (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.
| TUESDAY MORNING CORPORATION | |||
| By: | /s/ Jennyfer R. Gray | ||
| Name: | Jennyfer R. Gray | ||
| Title: | Vice President, Interim General Counsel and Corporate Secretary | ||
Date: December 23, 2022