Waldencast plc Announces Receipt of Anticipated Nasdaq Delinquency Notice
- None.
- The notice of non-compliance from Nasdaq may impact the company's continued listing on The Nasdaq Capital Market if the Panel does not grant an extension or if the company is unable to timely satisfy the terms of any extension granted.
Insights
Waldencast plc's recent notice of non-compliance for failing to file interim financial statements is a significant concern for shareholders and potential investors. Delays in financial reporting can indicate underlying operational or financial issues that may not yet be fully disclosed to the market. The inability to meet Nasdaq's Filing Rule could result in decreased investor confidence, potential liquidity issues and increased volatility in the company's stock price.
Furthermore, the upcoming hearing with the Nasdaq Hearings Panel is a critical juncture for Waldencast. The outcome will determine whether the company can maintain its listing on The Nasdaq Capital Market. Delisting can severely restrict trading of the company's securities and reduce visibility among investors, often leading to a lower stock valuation.
Investors should monitor the situation closely, as the company's ability to regain compliance and file outstanding reports will be pivotal in maintaining its market standing and ensuring transparency in its financial health.
Non-compliance with Nasdaq Listing Rule 5250(c)(2), which mandates timely filing of financial reports, is a legal and regulatory issue that can have serious repercussions for Waldencast plc. The company's failure to file interim financial statements on time raises questions about its governance practices and adherence to securities regulations. The legal process involving the Nasdaq Hearings Panel will assess the company's justifications for the delay and its commitment to remedying the situation.
In the context of securities law, timely and accurate financial reporting is critical for maintaining fair and orderly markets. A company's failure to comply can attract scrutiny from the SEC and may lead to sanctions or fines if the company is found to be in breach of reporting requirements. The Panel's decision will be closely watched by legal professionals and regulatory bodies as a barometer of Nasdaq's enforcement of its rules.
The beauty and wellness industry, where Waldencast plc operates, is highly competitive and sensitive to consumer trust and brand reputation. The delay in filing financial statements could be perceived as a red flag by consumers and investors alike, potentially impacting Waldencast's market share and competitive positioning.
Market sentiment can be significantly influenced by regulatory compliance issues. If the market perceives that Waldencast is at risk of delisting, it could lead to a shift in consumer and investor perception, which might benefit competitors. Additionally, the company's ability to attract and retain strategic partnerships could be compromised, affecting its long-term growth prospects.
Analyzing the company's performance relative to industry norms is challenging without current financial data. However, investors should consider the potential impact of non-compliance on Waldencast's brand equity and market position when evaluating the company's future prospects.
NEW YORK, Jan. 09, 2024 (GLOBE NEWSWIRE) -- Waldencast plc, (NASDAQ: WALD) (“Waldencast” or the “Company”), a global multi-brand beauty and wellness platform, today announced that on January 3, 2024, it received an additional notice of non-compliance from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) due to the Company not having filed interim financial statements for the period ended June 30, 2023 with the Securities and Exchange Commission (the “SEC”) by December 31, 2023, as required by Nasdaq Listing Rule 5250(c)(2) (the “Filing Rule”). The Staff noted that the Nasdaq Hearings Panel (the “Panel”) will consider this additional notice as part of its determination regarding the Company’s continued listing on The Nasdaq Capital Market. The additional notice has no immediate impact on the listing of the Company’s securities, the suspension of which was stayed by Nasdaq at least pending completion of the hearing process.
As previously disclosed, the Company’s hearing before the Panel is scheduled for February 8, 2024, at which hearing the Company will present its plan to regain compliance with the Filing Rule, including the filing of all outstanding reports with the SEC. Although the Company is continuing to work diligently to file the outstanding reports with the SEC as soon as practicable, there can be no assurance that the Panel will grant an extension or that the Company will be able to timely satisfy the terms of any extension granted by the Panel.
About Waldencast
Founded by Michel Brousset and Hind Sebti, Waldencast’s ambition is to build a global best-in-class beauty and wellness operating platform by developing, acquiring, accelerating, and scaling conscious, high-growth, purpose-driven brands. Waldencast’s vision is fundamentally underpinned by its brand-led business model that ensures proximity to its customers, business agility and market responsiveness, while maintaining each brand’s distinct DNA. The first step in realizing its vision was the business combination with Obagi Skincare and Milk Makeup. As part of the Waldencast platform, brands will benefit from the operational scale of a multi-brand platform, expertise in managing global beauty brands at scale, a balanced portfolio to mitigate category fluctuations, asset-light efficiency and the market responsiveness and speed of entrepreneurial indie brands. For more information please visit: https://ir.waldencast.com/.
Cautionary Statement Regarding Forward-Looking Statements
Statements in this report that are not historical, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding the Company’s ability to submit a plan to regain compliance with the Nasdaq Listing Rules; whether Nasdaq will accept the Company’s plan to regain compliance with the Nasdaq Listing Rules; the Company’s ability to file its outstanding reports within the timeline prescribed by Nasdaq; and any assumptions underlying any of the foregoing. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” and “will” and variations of such words and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the Company, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements, including, among others: (i) failure by the Company to regain compliance with Nasdaq’s continued listing standards or failure to obtain a further extension from the Panel or failure by the Company to satisfy the terms of any extension granted, all of which may result in the Company’s securities being delisted from Nasdaq, (ii) delays in the Company’s ability to finalize its fiscal year 2022 audited financial results, its interim balance sheet and income statement as of the end of its second quarter or file required financial results in a timely manner, (iii) any findings by Company’s management of one or several material weaknesses in the Company’s internal control over financial reporting, (iv) the ability by management to successfully implement remediation plans adopted in conjunction with any findings of material weaknesses identified in the Company’s internal control over financial reporting, (v) the potential for delisting, legal proceedings or government investigations or enforcement actions relating to the subject of the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors’ review or inability to finalize financial results in a timely manner, (vi) the Company’s ability to deliver the required financial statements by January 15, 2024 to the lenders in accordance with the terms of negotiated waivers and whether the lenders party to that certain Credit Agreement (as amended, restated, amended and restated, modified or otherwise supplemented from time to time, the “Credit Agreement”), dated as of June 24, 2022, by and among the Waldencast Finco Limited, a private company incorporated under the laws of Jersey with registered number 143249 (the “Borrower”), Waldencast Partners LP, the lenders party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), will exercise any of their rights to exercise any and all rights and remedies available to them under the Credit Agreement if the required financial statements are not timely delivered, (vii) the Borrower’s ability to obtain additional waivers from the Administrative Agent and the required Lenders for any continuing or future defaults or events of default and (viii) other risks detailed in the Company’s Registration Statement on Form F-1 (File No. 333-267053), originally filed with the SEC on August 24, 2022 and as thereafter amended, and in other documents that it files or furnishes with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to rely on these forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update these statements for revisions or changes after the date of this report, except as required by law.
Contacts:
Investors
ICR
Allison Malkin/Nina Weiss
waldencastir@icrinc.com
Media
ICR
Brittney Fraser/Alecia Pulman
waldencast@icrinc.com
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