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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): December 8, 2022
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LEE ENTERPRISES, INCORPORATED
(Exact name of Registrant as specified in its charter)
_______________________________________________________________________________________
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Delaware | 1-6227 | 42-0823980 |
(State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 4600 E. 53rd Street, Davenport, Iowa 52807 | |
| (Address of Principal Executive Offices) | |
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| (563) 383-2100 | |
| Registrant’s telephone number, including area code | |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $.01 per share | LEE | The Nasdaq Global Select Market |
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:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
Emerging growth company o
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 2.02. Results of Operations and Financial Condition.
On December 8, 2022, Lee Enterprises, Incorporated (the "Company") reported its preliminary results for the fiscal year ended September 25, 2022. A copy of the news release is furnished as Exhibit 99.1 to this Form 8-K and information from the news release is hereby incorporated by reference. The information in this report shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
Item 7.01. Regulation FD Disclosure
We expect to be unable to file our Annual Report on Form 10-K for the fiscal year ended September 25, 2022 (the “2022 Form 10-K”) within the prescribed time period without unreasonable effort or expense primarily because we require additional time to complete our assessment of the effectiveness of our internal control over financial reporting.
As a result of the foregoing, we need additional time to finalize our financial statements and related disclosures to be filed as part of the 2022 Form10-K. We expect to file our 2022 Form 10-K within the extension period of 15 calendar days as provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended. Management does not anticipate this continued evaluation to have any material impact on the preliminary financial results included in this earnings release.
Item 9.01. Financial Statements and Exhibits.
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| (d)Exhibits | |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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| | | | LEE ENTERPRISES, INCORPORATED | |
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Date: | December 8, 2022 | By: | /s/ Timothy R. Millage | |
| | | | Timothy R. Millage | |
| | | | Vice President, Chief Financial Officer and Treasurer | |