Item 7.01 Regulation FD Disclosure.
On July 13, 2020, RTW Retailwinds, Inc. (together with its subsidiaries, the
"Company") filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code ("Chapter 11") in the United States Bankruptcy Court for the
District of New Jersey (the "Bankruptcy Court"). The Company has requested joint
administration of its Chapter 11 cases under the caption In re: RTW Retailwinds,
Inc., et. al., Case No. 20-18445.
On December 1, 2020, the Company filed with the Bankruptcy Court its monthly
operating report for the period beginning October 4, 2020 and ending October 31,
2020 (the "Monthly Operating Report"). The Monthly Operating Report is attached
hereto as Exhibit 99.1 and is incorporated herein by reference. This Current
Report on Form 8-K (including the exhibit hereto) (this "Form 8-K") will not be
deemed an admission as to the materiality of any information disclosed herein.
The Monthly Operating Report and other documents filed with the Bankruptcy Court
are available for inspection at https://cases.primeclerk.com/rtwretailwinds.
Documents and other information available on such website are not part of this
Form 8-K and are not deemed to be incorporated by reference in this Form 8-K.
The information, including Exhibit 99.1 hereto, the Company furnished under Item
7.01 of this report is not deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. Registration statements or other documents filed
with the Securities and Exchange Commission shall not incorporate this
information by reference, except as otherwise expressly stated in such filing.
Cautionary Statement Regarding the Monthly Operating Report
The Company cautions investors and potential investors not to place undue
reliance upon the information contained in the Monthly Operating Report, which
was not prepared for the purpose of providing the basis for an investment
decision relating to any of the securities of the Company. The Monthly Operating
Report is limited in scope, covers a limited time period and has been prepared
solely for the purpose of complying with the monthly reporting requirements of
the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed
by independent accountants, was not prepared in accordance with generally
accepted accounting principles, is in a format prescribed by applicable
bankruptcy laws or rules, and is subject to future adjustment and
reconciliation. There can be no assurance that, from the perspective of an
investor or potential investor in the Company's securities, the Monthly
Operating Report is complete. Results set forth in the Monthly Operating Report
should not be viewed as indicative of future results.
As reported in a Form 12b-25 filed by the Company on July 29, 2020, following
the commencement of the Company's Chapter 11 cases, the Company has been unable
to continue filing the periodic reports required by Section 13(a) under the
Exchange Act without unreasonable effort and expense due to the time and effort
management has devoted to the bankruptcy process. Accordingly, the Company did
not file a Quarterly Report on Form 10-Q for the fiscal quarter ended May 2,
2020, nor does it intend to file any other reports on Forms 10-Q or 10-K for
subsequent periods. Instead, the Company plans to file Current Reports on Form
8-K containing (i) the disclosure of material events in its Chapter 11 cases and
any other information required by the instructions to Form 8-K; and (ii) as
exhibits, the monthly operating reports and any other documents that include
unaudited financial information that are filed by the Company with the
Bankruptcy Court.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit
Exhibit No. Description
Monthly Operating Report for the period beginning October 4,
99.1 2020 and ending October 31, 2020
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