Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On
July 22, 2020, Tailored Brands, Inc. (the “Company”) received written notice (the “Notice”) from the New
York Stock Exchange (the “NYSE”) that the Company is no longer in compliance with the NYSE continued listing standards
set forth in (i) Section 802.01B of the NYSE Listed Company Manual (the “Manual”), which prohibits the average
global market capitalization of listed companies over a consecutive 30 trading-day period from being less than $50,000,000 at the
same time stockholders’ equity is less than $50,000,000; and (ii) Section 802.01C of the Manual, which requires listed companies
to maintain an average closing share price of at least $1.00 over a consecutive 30 trading-day period. As noted in the Notice,
as of July 17, 2020, the 30 trading-day average closing price of the Company’s common shares was $0.97 per share, the 30
trading-day average global market capitalization was approximately $47.2 million and its last reported stockholders’ equity
was approximately ($98.3) million as of February 1, 2020.
In
accordance with Section 802.02 of the Manual, the Company has ten business days from receipt of the Notice to confirm to
the NYSE receipt of the Notice and the Company’s intent to cure the deficiencies. Under NYSE rules, the Company may cure
the deficiencies and regain compliance during the 18-month period following receipt of the Notice. If the Company fails to regain
compliance with Sections 802.01B and 802.01C during the cure period, its common stock will be subject to the NYSE’s suspension
and delisting procedures.
The Company’s common stock will continue
to be listed and traded on the NYSE during the cure period, subject to continued compliance with the other listing requirements.
However, the Company's common stock trading symbol “TLRD” will be assigned a “.BC” indicator by the NYSE
to signify that the status of the stock is “below compliance” with the NYSE continued listing requirements. The “.BC”
indicator will be removed when the Company regains compliance.
The
NYSE notice does not affect the Company’s ongoing business operations or its Securities and Exchange Commission reporting
requirements, nor does it trigger a breach of the Company’s material debt obligations. The Company can provide no
assurances that it will be able to satisfy any of the steps outlined above and maintain the listing of its shares on the NYSE.
This
report contains forward-looking information, including the Company’s statements regarding the potential to regain
compliance with the NYSE continued listing requirements or potential extensions to cure. In addition, words such as “expects,”
“anticipates,” “envisions,” “targets,” “goals,” “projects,” “intends,”
“plans,” “believes,” “seeks,” “estimates,” “guidance,” “may,”
“projections,” and “business outlook,” variations of such words and similar expressions are intended to
identify such forward-looking statements. The forward-looking statements are made pursuant to the Safe Harbor provisions of the
Private Securities Litigation Reform Act of 1995. Any forward-looking statements that we make herein are not guarantees of future
performance and actual results may differ materially from those in such forward-looking statements as a result of various factors.
Factors that might cause or contribute to such differences include, but are not limited to: the effects of the COVID-19 pandemic
and uncertainties about its depth and duration, including the health and well-being of our employees and customers, temporary store
closures, increases in the unemployment rate, furlough or temporary layoffs of our employees, our ability to increase our liquidity
and preserve financial flexibility, and social distancing measures or changes in consumer spending behaviors; actions or inactions
by governmental entities; domestic and international macro-economic conditions; inflation or deflation; the loss of, or changes
in, key employees; success, or lack thereof, in formulating or executing our internal strategies and operating plans including
new store and new market expansion plans; cost reduction initiatives and revenue enhancement strategies; changes to our capital
allocation policy; changes in demand for our retail clothing or rental products, including changes in apparel trends and changing
consumer preferences; market trends in the retail or rental business; customer confidence and spending patterns; changes in traffic
trends in our stores; customer acceptance of our merchandise strategies, including custom clothing; performance issues with key
suppliers; disruptions in our supply chain; severe weather; regional or national civil unrest or acts of civil disobedience; public
health crises, including the recent coronavirus outbreak; foreign currency fluctuations; government export and import policies,
including the enactment of duties or tariffs; advertising or marketing activities of competitors; the impact of cybersecurity threats
or data breaches; legal proceedings and the impact of climate change.
Forward-looking statements are intended
to convey the Company’s expectations about the future, and speak only as of the date they are made. We undertake no obligation
to publicly update or revise any forward-looking statements that may be made from time to time, whether as a result of new information,
future developments or otherwise, except as required by applicable law. However, any further disclosures made on related subjects
in our subsequent reports on Forms 10-K, 10-Q and 8-K should be consulted. This discussion is provided as permitted by the Private
Securities Litigation Reform Act of 1995, and all written or oral forward-looking statements that are made by or attributable to
us are expressly qualified in their entirety by the cautionary statements contained or referenced in this section.