Wilhelmina International, Inc. Announces Voluntary Delisting from the Nasdaq Capital Market

Rhea-AI Summary

Wilhelmina International (NASDAQ:WHLM) has announced its voluntary delisting from the Nasdaq Capital Market. The company filed Form 25 on December 20, 2024, for the removal of listing and deregistration under Section 12(b) of the Securities Exchange Act of 1934. The expected final trading day on Nasdaq is around December 31, 2024.

After delisting, trading of Wilhelmina's Common Stock will be to privately negotiated sales and potentially over-the-counter markets if brokers make a market in the shares. However, there is no guarantee of continued trading or broker market-making activities.

Positive

• None.

Negative

• Voluntary delisting from Nasdaq Capital Market
• Loss of major exchange visibility and liquidity
• No guarantee of continued trading or market-making post-delisting
• Reduced access to capital markets

Insights

Financial Markets Expert

This voluntary delisting from Nasdaq represents a significant strategic shift for Wilhelmina International. The move to delist and deregister shares typically signals reduced access to public capital markets and diminished liquidity for shareholders. Trading will become more challenging as shares move to over-the-counter markets, where spreads are wider and volume is typically lower. For a micro-cap company with a market cap of just $17 million, the cost savings from eliminating Nasdaq listing fees and SEC compliance requirements could be substantial. However, this comes at the expense of reduced visibility and potentially more difficult price discovery. The timing, scheduled for December 31, 2024, gives shareholders minimal notice to adjust their positions. The lack of guaranteed market-making support in OTC markets could lead to significant price volatility and reduced trading opportunities. This structural change fundamentally alters the investment thesis for WHLM shareholders, who must now evaluate their positions considering the imminent reduction in market accessibility and transparency.

Corporate Governance Analyst

The voluntary delisting decision indicates potential strategic considerations beyond mere cost savings. Companies typically pursue deregistration when the burdens of public listing outweigh the benefits. Key implications include reduced regulatory oversight, elimination of quarterly reporting requirements and decreased transparency obligations. This move suggests Wilhelmina may be positioning for a more private operating model, possibly preceding a future strategic transaction or restructuring. The compressed timeline between announcement and implementation - merely ten days - is notably aggressive and could disadvantage retail investors who require more time to adjust their investment strategies. The absence of a clear commitment to maintain OTC trading raises concerns about future share liquidity and price formation mechanisms. This transition fundamentally alters shareholder rights and protections, as investors will lose significant regulatory safeguards provided by Nasdaq listing requirements and SEC oversight.

LONDON, GB / ACCESSWIRE / December 20, 2024 / Wilhelmina International, Inc. (NASDAQ:WHLM) ("Wilhelmina" or the "Company") today announced that it has formally notified the Nasdaq Stock Market of its intention to voluntarily delist its shares of Common Stock from the Nasdaq Capital Market and to deregister the shares of Common Stock under Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act").

The Company filed a Form 25 Notification of Removal of Listing and/or Registration Under Section 12(b) of the Exchange Act, relating to the delisting and deregistration on December 20, 2024, with the delisting of the shares of Common Stock taking effect no earlier than ten days thereafter. As a result, Wilhelmina International expects that the last trading day on Nasdaq will be on or about Tuesday, December 31, 2024.

Following the delisting, any trading in Wilhelmina's Common Stock would occur only in privately negotiated sales and potentially on an over-the- counter market if a broker makes a market in the shares. There is no guarantee, however, that a broker will make such a market or that trading of the shares of Wilhelmina Common Stock will continue on an over-the-counter market or otherwise.

Forward-Looking Statements

This press release contains certain "forward-looking" statements as such term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relating to the Company are based on the beliefs of the Company's management as well as information currently available to the Company's management. When used in this report, the words "anticipate," "believe," "estimate," "expect" and "intend" and words or phrases of similar import, as they relate to the Company or Company management, are intended to identify forward-looking statements. Such forward-looking statements include, in particular, projections about the Company's future results, statements about its plans, strategies, business prospects, changes and trends in its business and the markets in which it operates. Additionally, statements concerning future matters such as gross billing levels, revenue levels, expense levels, and other statements regarding matters that are not historical are forward-looking statements. Management cautions that these forward- looking statements relate to future events or the Company's future financial performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance, or achievements of its business or its industry to be materially different from those expressed or implied by any forward-looking statements. Should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. The Company does not undertake any obligation to publicly update these forward-looking statements. As a result, no person should place undue reliance on these forward- looking statements.

About Wilhelmina International, Inc. (www.wilhelmina.com):

Wilhelmina, together with its subsidiaries, is an international full-service fashion model and talent management service, specializing in the representation and management of leading models, celebrities, artists, photographers, athletes, and content creators. Established in 1967 by fashion model Wilhelmina Cooper, Wilhelmina is one of the oldest and largest fashion model management companies in the world. Wilhelmina is publicly traded on the Nasdaq Capital Market under the symbol WHLM. Wilhelmina is headquartered in New York and, since its founding, has grown to include operations in Los Angeles, Miami and London. Wilhelmina also owns Aperture, a talent and commercial agency located in New York and Los Angeles. For more information, please visit www.wilhelmina.com and follow @WilhelminaModels.

CONTACT:

Investor Relations
Wilhelmina International, Inc.
214-661-7488
ir@wilhelmina.com

SOURCE: Wilhelmina International, Inc.

View the original press release on accesswire.com

FAQ

When will WHLM stock be delisted from Nasdaq?

WHLM stock is expected to be delisted from Nasdaq on or about December 31, 2024, ten days after the Form 25 filing on December 20, 2024.

Where can investors trade WHLM stock after the Nasdaq delisting?

After delisting, WHLM stock can only be traded through privately negotiated sales and potentially on over-the-counter markets if brokers make a market in the shares.

Why is WHLM voluntarily delisting from Nasdaq?

The press release does not specify the reason for Wilhelmina International's voluntary delisting from the Nasdaq Capital Market.

What regulatory changes will WHLM undergo after delisting?

WHLM will deregister its Common Stock under Section 12(b) of the Securities Exchange Act of 1934 following the delisting from Nasdaq.

Is there any guarantee of WHLM stock trading continuing after delisting?

No, there is no guarantee that brokers will make a market in WHLM shares or that trading will continue on over-the-counter markets after delisting.