In a complaint alleging negligence-based fraud, the SEC said Sequential ignored internal calculations in late 2016 that showed a writedown was needed because its stock price was falling, including a 41% drop in that year's fourth quarter. Shares of Sequential fell as much as 16.4% in Friday trading. The information set forth in Item 1.03 is incorporated herein by reference.(Reuters) - The Securities and Exchange Commission on Friday sued Sequential Brands Group Inc., accusing the brand management company of deceiving investors by failing to write down its goodwill fast enough after its stock price fell. Item 3.03 Material Modification to Rights of Security Holders. Thereafter, the Company's reporting obligations under the Securities Exchange Act of 1934, as amended shall be terminated. In connection with the liquidation, SQBG expects to file a Form 15 with the Securities and Exchange Commission as soon as practicable to terminate the registration of its common stock. As a result of the Plan becoming effective, the Company will liquidate, resulting in the cancellation of all its common stock and other equity interests and resulting in no distributions to the holders of such shares and interests. On March 3, 2022, the Plan became effective upon the satisfaction or waiver of the conditions precedent set forth in the Plan. A copy of the Plan and the Confirmation Order were filed on the Company's Form 8-K filed on February 25, 2022. On February 22, 2022, the Bankruptcy Court entered an order (the "Confirmation Order") confirming the Debtors' Plan of Liquidation (the "Plan"). The Debtors' Chapter 11 cases (collectively, the "Chapter 11 Case") are being jointly administered under the caption, "In re Sequential Brands Group Inc., et al." ("SQBG" or the "Company") and certain of its subsidiaries (collectively with the Company, the "Debtors") filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). ¨Īs previously disclosed, on August 31, 2021, Sequential Brands Group, Inc. 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. 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). Securities registered pursuant to Section 12(b) of the Act: Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) (Registrant's telephone number, including area code)Ĭheck 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: (Address of Principal Executive Offices/Zip Code) (State or other jurisdiction of incorporation) (Exact name of registrant as specified in its charter) Date of Report (Date of Earliest Event Reported): Ma(March 3, 2022)
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