Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing
As previously disclosed, Avaya Holdings Corp. (the "Company") failed to timely
file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the
"Form 10-Q"), for the reasons described in the Company's notification on Form
12b-25 filed with the Securities and Exchange Commission (the "SEC") on August
9, 2022. On August 16, 2022, the Company received a notice (the "NYSE Notice")
from the New York Stock Exchange (the "NYSE") notifying the Company that,
because the Company did not timely file the Form 10-Q, it is not in compliance
with Section 802.01E of the NYSE Listed Company Manual, which requires that
NYSE-listed companies timely file all periodic reports with the SEC.
The NYSE Notice is a routine notification to NYSE-listed companies who are
untimely in filing their periodic reports, and has no immediate effect on the
listing of the Company's common stock on the NYSE. The NYSE Notice informed the
Company that, under the NYSE's rules, the Company has six months from the date
of the NYSE Notice, until February 15, 2023, to file the Form 10-Q and regain
compliance with the NYSE listing standards. If the Company fails to file the
Form 10-Q by the six-month deadline, the NYSE may, in its sole discretion, grant
an extension of up to six additional months for the Company to regain
compliance, depending on the specific circumstances. Under NYSE rules, the NYSE
may also commence delisting proceedings at any time if it deems that the
circumstances warrant such proceedings.
The Company is working to resolve the issues that have led to the delay in the
Form 10-Q filing in order to be able to file the Form 10-Q as soon as possible,
but in any event expects to make the Form 10-Q filing before the February 15,
2023 deadline stipulated by the NYSE in the NYSE Notice.
Item 8.01. Other Events
On August 16, 2022, the Company issued a press release announcing its receipt of
the NYSE Notice. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This report contains certain "forward-looking statements." All statements other
than statements of historical fact are "forward-looking" statements for purposes
of the U.S. federal and state securities laws. These statements may be
identified by the use of forward-looking terminology such as "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend," "may," "might,"
"our vision," "plan," "potential," "preliminary," "predict," "should," "will,"
or "would" or the negative thereof or other variations thereof or comparable
terminology. The Company has based these forward-looking statements on its
current expectations, assumptions, estimates and projections. These statements
do not include the potential impact of any business combinations, asset
acquisitions, divestitures, strategic investments or other strategic
transactions completed after the date hereof. While the Company believes these
expectations, assumptions, estimates and projections are reasonable, such
forward-looking statements are only predictions and involve known and unknown
risks and uncertainties, many of which are beyond its control. Risks and
uncertainties that may cause these forward-looking statements to be inaccurate
include, among others: the finalization of the Company's fiscal 2022 third
quarter financial statements; the findings of the Audit Committee's
investigations; the effectiveness of the Company's internal control over
financial reporting and disclosure controls and procedures, and the potential
for a material weaknesses in the Company's internal controls over financial
reporting or other potential weaknesses of which the Company is not currently
aware or which have not been detected; the Company's ability to continue as a
going concern; the impact of litigation and regulatory proceedings; the impact
and timing of any cost-savings measures; the termination or modification of
current contracts which could impair attainment of our OneCloud ARR metric; the
duration, severity and impact of the coronavirus pandemic ("COVID-19"); the
impact of the Russia/Ukraine conflict on the global economy and our business,
including impacts from related sanctions and export controls imposed by the
U.S., UK and the EU on certain industries and Russian parties as a result of the
conflict, as well as responses by the governments of Russia or other
jurisdictions; and other factors discussed in the Company's Annual Report on
Form 10-K and subsequent quarterly reports on Form 10-Q filed with the SEC.
These risks and uncertainties may cause the Company's actual results,
performance, liquidity or achievements to differ materially from any future
results, performance, liquidity or achievements expressed or implied by these
forward-looking statements. For a further list and description of such risks and
uncertainties, please refer to the Company's filings with the SEC that are
available at www.sec.gov. The Company cautions you that the list of important
factors included in the Company's SEC filings may not contain all of the
material factors that are important to you. In addition, in light of these risks
and uncertainties, the matters referred to in the forward-looking statements
contained in this report may not in fact occur. The Company
--------------------------------------------------------------------------------
undertakes no obligation to publicly update or revise any forward-looking
statement as a result of new information, future events or otherwise, except as
otherwise required by law.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Exhibit Name
99.1 Press Release of Avaya Holdings Corp., dated August
16 , 2022
104 Cover Page Interactive Data File (formatted as inline XBRL)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
AVAYA HOLDINGS CORP. 
