Business Context and Reporting Period
This Form 8-K is a current report filed by Dex Media, Inc. (not Thryv Holdings, Inc.) on August 6, 2015. The filing addresses a regulatory deficiency notice received from The Nasdaq Stock Market regarding the company's common stock listing status.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The only financial metric disclosed is the stock price performance: the common stock failed to maintain a minimum closing bid price of $1.00 per share for the last 30 consecutive days prior to the report date.
Material Changes
The material change reported is the receipt of a deficiency notice from Nasdaq under Listing Rule 5450(a)(1) due to the failure to meet the Minimum Bid Price Requirement. This places the company's listing on The Nasdaq Global Select Market (symbol "DXM") at risk of delisting if compliance is not restored.
Outlook, Risks, and Management Commentary
- Compliance Period: The company has 180 calendar days, until February 2, 2016, to regain compliance.
- Compliance Criteria: To regain compliance, the closing bid price must be at least $1.00 per share for a minimum of 10 consecutive business days during the compliance period.
- Contingency Plan: If the company fails to comply by February 2, 2016, it may be afforded a second 180-day period if it meets other listing standards (excluding the bid price). In this scenario, the company may need to effect a reverse stock split.
- Risk: Management acknowledges the possibility of being unable to regain compliance, which would result in delisting by Nasdaq.
- Immediate Effect: The notification has no immediate effect on the current listing status.
Investor Verification Checklist
- Verify the current trading price of Dex Media, Inc. (DXM) to assess the likelihood of meeting the $1.00 bid price requirement.
- Monitor future filings for announcements regarding a potential reverse stock split.
- Confirm whether the company meets the market value of publicly held shares requirement, which is necessary to qualify for a second compliance period.
- Review the company's broader financial health in subsequent 10-Q or 10-K filings, as this 8-K does not contain operational financial data.