Voxx International Corporation (Nasdaq: VOXX) revealed on Friday that it has received an official notification from the Nasdaq Stock Market LLC (Nasdaq) informing the company that the fact it has failed to timely file its Quarterly Report on Form 10-Q for the period ending November 30, 2024 means that it is out of compliance with Nasdaq Listing Rule 5250(c)(1). The company said it had received Nasdaq’s official compliance notice on January 28, 2025.
See what the Nasdaq warning means for Voxx…
I recently reported that Voxx had sent a Form 12b-25 notice to the Securities and Exchange Commission (SEC) informing it of a delay in filing its current Quarterly Report, which is a regulatory requirement. Now, the Nasdaq exchange is involved and, as all exchanges do, it maintains a series of rules and requirements of companies seeking to list with them. These circumstances have forced the Nasdaq to issue this warning to Voxx that its lack of timely filing has created an out-of-compliance violation.
Nasdaq Listing Rule 5250(c)(1) requires all listed companies to “timely file all required periodic financial reports with the Commission…” Voxx’s failure to do so has placed it at odds with the Nasdaq’s rules.
Nasdaq Listing Rule 5250(c)(1)
The full text of Nasdaq Listing Rule 5250(c)(1) is as follows…
(c) Obligation to File Periodic Financial Reports
(1) A Company shall timely file all required periodic financial reports with the Commission through the EDGAR System or with the Other Regulatory Authority. A Company that does not file through the EDGAR System shall supply to Nasdaq two (2) copies of all reports required to be filed with the Other Regulatory Authority or email an electronic version of the report to Nasdaq at continuedlisting@nasdaq.com. All required reports must be filed with Nasdaq on or before the date they are required to be filed with the Commission or Other Regulatory Authority. Annual reports filed with Nasdaq shall contain audited financial statements.
Nasdaq Listing Rule 5250(c)(1)
In explaining the delay in filing its Quarterly Report, Voxx noted that it is in the middle of the process of being acquired by Gentex Corporation, a Michigan-based auto parts manufacturer. The two parties had agreed to a merger agreement which Voxx says contained “triggering events” that could potentially impact the merger. As a result of a review of those triggering events, Voxx determined it needed to more closely test its goodwill, other intangible assets, and other long-lived assets “for impairment.” This time-consuming process is, Voxx says, the reason it was unable to file its Quarterly Report on time.
Tick Tock, Tick Tock…The Compliance Process Clock is Ticking
No matter what reason Voxx offered to explain the delay, the compliance violation has triggered a formal corrective proceeding by Nasdaq – a proceeding that could, in theory, lead to its delisting from the exchange. Voxx now has 60 days, until March 31, 2025, to cure the situation by either: 1) filing their Quarterly Report with the SEC; or 2) submitting a plan with Nasdaq that explains how it will regain compliance (known as a Compliance Plan). If Voxx opts for the second option and files a Compliance Plan – Nasdaq would study that plan and upon approval, it could grant the company up to another 180 days to July 14, 2025, to achieve compliance.
With the ball now back in Voxx’s court, it says it intends to file it Quarterly Report within the next 60 days.
Learn more about Voxx by visiting voxxintl.com.
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