UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of report (Date of
earliest event reported): November
24, 2014
Joe’s Jeans Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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(State or Other Jurisdiction of Incorporation)
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0-18926
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11-2928178
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(Commission File Number)
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(IRS Employer Identification No.)
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2340 S. Eastern Avenue, Commerce, California
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90040
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(Address of Principal Executive Offices)
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(Zip Code)
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(323) 837-3700
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(Registrant’s Telephone Number, Including Area Code)
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 3.01 NOTICE OF DELISTING, FAILURE TO SATISFY A CONTINUED
LISTING RULE OR STANDARD; TRANSFER OF LISTING.
Joe’s Jeans Inc. (the “Company”) received a letter from The Nasdaq Stock
Market (“Nasdaq”) on November 24, 2014, notifying it of its failure to
maintain a minimum closing bid price of $1.00 over the then preceding 30
consecutive trading days for its common stock as required by Nasdaq
Listing Rule 5550(a)(2) (the “Bid Price Rule”). The letter stated that
the Company has until May 26, 2015 to demonstrate compliance by
maintaining a minimum closing bid price of at least $1.00 for a minimum
of 10 consecutive trading days. The Nasdaq letter was issued in
accordance with standard Nasdaq procedures. This notification has no
immediate effect on the listing of the Company’s common stock at this
time. The Company intends to monitor the bid price of its common stock
and consider available options if its common stock does not trade at a
level likely to result in the Company regaining compliance with the Bid
Price Rule by May 26, 2015.
If the Company does not regain compliance with the Bid Price Rule by May
26, 2015, the Company may be eligible for additional time. The Company
would be required to meet certain continued listing requirements and the
initial listing criteria for The Nasdaq Capital Market except for the
bid price requirement and will need to provide written notice of its
intention to cure its deficiency during the second compliance period by
effecting a reverse stock split, if necessary. If the Company meets
these criteria, Nasdaq will notify the Company that it has been granted
an additional 180 calendar day compliance period. If the Company is not
eligible for an additional compliance period, Nasdaq will provide the
Company with written notification that its common stock will be
delisted. At that time, the Company may appeal Nasdaq’s determination
to delist its common stock to the Nasdaq Hearings Panel.
A copy of the press release issued by the Company on November 26, 2014
announcing the receipt of this letter from Nasdaq is filed herewith as
Exhibit 99.1 and incorporated herein by reference.
ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT
FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT.
(a)
As previously reported, on November 6, 2014, Joe’s Jeans Inc. (“we” or
the “Company”) received a notice of default and event of default and
demand for payment of default interest (the “Letter”) from Garrison Loan
Agency Service LLC, as term loan agent (the “Agent”), under the term
loan credit agreement entered into on September 30, 2013 (the “Term Loan
Agreement”). As a result of the event of default under the Term Loan
Agreement, there is also a default and an event of default under the
terms of its revolving credit agreement and its factoring agreement with
CIT Commercial Services, Inc. (“CIT”) each entered into on September 30,
2013. As a result of such default and event of default, CIT has
reserved its rights to exercise any and all remedies available to it
under the its revolving credit agreement and its factoring agreement and
demanded payment of interest under its revolving credit agreement at a
default rate of interest. The default rate increases the current
interest rate by one percent. In addition, as a result of the events of
default under the Term Loan Agreement and the revolving credit
agreement, the Company is prohibited from making any (i) payments under
the subordinated convertible notes issued to the former equity owners of
Hudson Clothing Holdings, Inc. and (ii) earnout payments to Joe Dahan.
We are currently in discussions with the Agent and CIT regarding a
resolution to the defaults and events of default, including amendments
to the existing agreements and waivers of the defaults and events of
default. There can be no assurance that that the requested relief will
be granted on terms acceptable to us or at all. Unless the Company is
able to secure the requisite amendments and waivers, the Agent and CIT
under the Term Loan Agreement and revolving credit agreements are
entitled to, among other things, accelerate the outstanding amounts
under their respective agreements. Any such acceleration under our
credit facilities would have a material adverse effect on our liquidity,
financial condition and results of operations, and could cause us to
become bankrupt or insolvent, if not resolved
ITEM 9.01 Financial Statements and Exhibits
Exhibit
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Number
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Description
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99.1
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Press Release dated November 26, 2014
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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JOE’S JEANS INC.
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(Registrant)
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Date: November 26, 2014
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By:
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/s/ Marc Crossman
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Marc Crossman
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President and Chief Executive Officer
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(Principal Executive Officer)
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Exhibit Index
Exhibit
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Number
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Description
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99.1
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Press Release dated November 26, 2014
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4
Exhibit 99.1
Joe’s
Receives Nasdaq Notification Letter
LOS ANGELES--(BUSINESS WIRE)--November 26, 2014--Joe’s Jeans Inc.
(NASDAQ: JOEZ) announced today that the Company received a letter on
November 24, 2014 from The Nasdaq Stock Market indicating that the
Company is not in compliance with Nasdaq Listing Rule 5550(a)(2) (the
“Bid Price Rule”) because the closing bid price per share of its common
stock has been below $1.00 per share for 30 consecutive trading days.
The Nasdaq letter was issued in accordance with standard Nasdaq
procedures. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the
Company will be provided with 180 calendar days, or until May 26, 2015,
to regain compliance with the Bid Price Rule.
To regain compliance with the Bid Price Rule, the closing bid price of
the Company’s common stock must remain at $1.00 per share or more for a
minimum of 10 consecutive trading days. If the Company does not regain
compliance within this period, the Company may be eligible for
additional time to regain compliance by satisfying certain requirements.
If the Company is not eligible for an additional compliance period,
Nasdaq will provide the Company with written notification that its
common stock will be delisted. At that time, the Company may appeal
Nasdaq’s determination to delist its common stock to the Nasdaq Hearings
Panel.
This notification has no immediate effect on the listing of its common
stock at this time and the shares will continue to trade on the Nasdaq
Capital Market under the ticker “JOEZ”. The Company intends to monitor
the bid price of its common stock and consider available options if its
common stock does not trade at a level likely to result in the Company
regaining compliance with the Bid Price Rule by May 26, 2015.
About Joe’s Jeans Inc.
Joe’s Jeans Inc. designs, produces and sells apparel and apparel-related
products to the retail and premium markets under the Joe’s® brand and
related trademarks. More information is available at the company website
at www.joesjeans.com.
This release contains forward-looking statements within the meaning
of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, as amended. The matters discussed in this
document involved estimates, projections, goals, forecasts, assumptions,
risks and uncertainties that could cause actual results or outcomes to
differ materially from those expressed in the forward-looking statements.
All statements in this news release that are not purely historical
facts are forward-looking statements, including statements containing
the words “intend,” “believe,” “estimate, “project,” “expect” or similar
expressions. Any forward-looking statement inherently involves
risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements. Factors that
would cause or contribute to such differences include, but are not
limited to: the risk that the Company will be unsuccessful in regaining
compliance with Nasdaq Listing Rules, the risk that the Company will be
unsuccessful in remedying its defaults under its term loan and revolving
credit agreement and other subordinated debt, the risk that changes in
general economic conditions, consumer confidence, or consumer spending
patterns will have a negative impact on the Company’s financial
performance or strategies; the highly competitive nature of the
Company’s business in the United States and internationally and its
dependence on consumer spending patterns, which are influenced by
numerous other factors; the Company’s ability to respond to the business
environment and fashion trends; continued acceptance of the Company’s
brands in the marketplace; successful implementation of any growth or
strategic plans; effective inventory management; the Company's ability
to continue to have access on favorable terms to sufficient sources of
liquidity necessary to fund ongoing cash requirements of its operations,
which access may be adversely impacted by a number of factors, including
the reduced availability of credit generally and the substantial
tightening of the credit markets, including lending by financial
institutions, who are sources of credit for the Company, the recent
increase in the cost of capital, the level of the Company's cash flows,
which will be impacted by the level of consumer spending and retailer
and consumer acceptance of its products; the ability to generate
positive cash flow from operations; competitive factors, including the
possibility of major customers sourcing product overseas in competition
with our products; the risk that acts or omissions by the company’s
third party vendors could have a negative impact on the company’s
reputation; a possible oversupply of denim in the marketplace; the risk
that the Company will be unsuccessful in gauging fashion trends and
changing customer preferences; the ability of the Company to be
successful in its license product categories and its licensing strategy,
and other risks. The Company discusses certain of these factors
more fully in its additional filings with the SEC, including its last
annual report on Form 10-K and quarterly report on Form 10-Q filed with
the SEC, and this release should be read in conjunction with those
reports, together with all of the Company’s other filings, including
current reports on Form 8-K, made with the SEC through the date of this
release. The Company urges you to consider all of these risks,
uncertainties and other factors carefully in evaluating the
forward-looking statements contained in this release.
Any forward-looking statement is based on information current as of
the date of this document and speaks only as of the date on which such
statement is made, and the Company undertakes no obligation to
update these statements to reflect events or circumstances after the
date on which such statement is made. Readers are cautioned not
to place undue reliance on forward-looking statements.
CONTACT:
Joe’s Jeans Inc.
Hamish Sandhu
323-837-3700 x 304
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