Item 3.01. Notice of delisting or non-compliance with a rule or standard for maintaining registration; Transfer of registration
As stated earlier, Avaya Holdings Corp. (the “Company”) failed to timely file its quarterly report on Form 10-Q for the quarter ended June 30, 2022 (the “Form 10-Q”), for the reasons described in the Company’s notification on Form 12b-25 filed with the Security and Exchange Commission (the “SEC”) on August 9, 2022. On August 16, 2022the Company has received a notice (the “NYSE Notice”) from the New York Stock Exchange (the “NYSE”) advising the Company that, because the Company did not file Form 10-Q in a timely manner, it is not in compliance with Section 802.01E of the NYSE Listed Companies Handbook, which requires that companies listed on the NYSE file in a timely manner all periodic reports with the SECOND.
The NYSE notice is a routine notification to NYSE-listed companies that file their periodic reports late and 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 had six months from the date of the NYSE notice, until February 15, 2023, to file Form 10-Q and regain compliance with NYSE listing standards. If the company does not file Form 10-Q within the six-month period, the NYSE may, at its sole discretion, grant an extension of up to an additional six months for the company to regain compliance, depending on the circumstances. specific. Under NYSE rules, the NYSE may also initiate delisting proceedings at any time if it believes circumstances warrant such proceedings.
The Company is working to resolve the issues that caused the delay in filing the Form 10-Q so that it can file the Form 10-Q as soon as possible, but in any event plans to return the Form 10-Q filing in front of February 15, 2023 period stipulated by the NYSE in the NYSE Notice.
Item 8.01. Other events
On August 16, 2022, the Company issued a press release announcing that it had received the notice from the NYSE. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Caution Regarding Forward-Looking Statements
This report contains certain “forward-looking statements”. All statements other than statements of historical fact are “forward-looking” statements for purposes of WE federal and state securities laws. These statements can be identified by the use of forward-looking terms such as “anticipate”, “believe”, “will”, “could”, “estimate”, “expect”, “intend”, ” may’, ‘might’, ‘our vision’, ‘plan’, ‘potential’, ‘preliminary’, ‘predict’, ‘should’, ‘shall’ or ‘would’ or the negative thereof or other variations thereof or comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. These statements do not include the potential impact of business combinations, asset acquisitions, divestitures, strategic investments or other strategic transactions occurring after the date hereof. Although the Company believes these expectations, assumptions, estimates and projections to be reasonable, these forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control. Risks and uncertainties that could cause these forward-looking statements to be inaccurate include, among others: the finalization of the Company’s third quarter fiscal 2022 financial statements; the findings of the Audit Committee’s investigations; the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures, and the possibility of a material weakness in the Company’s internal control over financial reporting or other potential weaknesses of which the Company is not currently aware or which have not been detected; the Company’s ability to continue as a going concern; the impact of litigation and regulatory proceedings; the impact and timing of any cost reduction measures; termination or modification of ongoing contracts that may adversely affect the achievement of our OneCloud ARR metric; the duration, severity and impact of the coronavirus pandemic (“COVID-19”); the impact of Russia/Ukraine conflict on the global economy and our business, including the impacts of related sanctions and export controls imposed by the
WE, UK and the EU on certain Russian industries and parties as a result of the conflict, as well as the responses of the governments of Russia or other jurisdictions; and other factors discussed in the company’s annual report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the SECOND. These risks and uncertainties may cause the Company’s actual results, performance, liquidity or achievements to differ materially from any future results, performance, liquidity or achievements expressed or implied by such forward-looking statements. For a more detailed listing and description of such risks and uncertainties, please see the Company’s filings with the SECOND which are available at www.sec.gov. The Company advises you that the list of important factors included in the SECOND the repositories may not contain all of the material factors that are important to you. Further, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this report may in fact not occur. The company
does not undertake any 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 supporting documents
Exhibit Exhibit Name
99.1 Press Release of Avaya Holdings Corp., dated August
16 , 2022
104 Cover Page Interactive Data File (formatted as inline XBRL)
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