FALSE000122338900012233892024-06-202024-06-20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 20, 2024
CONN’S, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-34956 | 06-1672840 |
(State or other jurisdiction of
incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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2445 Technology Forest Blvd., Suite 800, The Woodlands, TX | 77381 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (936) 230-5899
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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:
☐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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.01 per share | CONN | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o
Item 3.01 Unregistered Sales of Equity Securities
On June 20, 2024, Conn’s, Inc. (the “Company”) received a delinquency notification letter (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) which indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Rule") because of the Company’s delay in filing its Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2024 (the “Form 10-Q”) by the applicable due date required by the U.S. Securities and Exchange Commission (the "SEC").
The Notice states that the Company has 60 days or until August 19, 2024 to submit to Nasdaq a plan to regain compliance with the Rule. If Nasdaq accepts the Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Form 10-Q, or until December 16, 2024, to file the Form 10-Q to regain compliance; however, there can be no assurance that these events will occur.
Neither the Notice nor the Company’s noncompliance with the Rule has an immediate effect on the listing or trading of the Company’s securities on Nasdaq, which will continue to trade on The Nasdaq Global Select Market under the symbol “CONN.”
Item 7.01 Other Events
On June 26, 2024, the Company issued a press release announcing that the Company had received the Notice. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.
Item 9.01 Finance Statements and Exhibits
(d) Exhibits.
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| Exhibit No. | | Description | | |
| 99.1* | | | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL) | | |
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 hereunto duly authorized.
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| | | | CONN’S INC. |
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| Date: June 26, 2024 | | | | By: | | /s/ Timothy Santo |
| | | | Name: | | Timothy Santo |
| | | | Title: | | Executive Vice President, Chief Financial Officer |