RTI Surgical Holdings, Inc.® Receives Notification from Nasdaq Related to Delayed Annual Report on Form 10-K
20 March 2020 - 10:30PM
As announced on March 16, 2020, RTI Surgical Holdings, Inc.
(Nasdaq: RTIX), a global surgical implant company, filed a
Notification of Late Filing on Form 12b-25, indicating that the
filing of its Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 (the “Form 10-K”) would be delayed pending
completion of an internal investigation of current and prior
periods relating to the Company’s revenue recognition practices
involving the timing of revenue recognition with respect to certain
contractual arrangements, primarily with OEM customers, including
the accounting treatment, financial reporting and internal controls
related to such arrangements.
Subsequent to filing the Form 12b-25, the
Company received a letter from The Nasdaq Stock Market LLC
(“Nasdaq”) indicating that, as a result of the Company’s delay in
filing its Form 10-K, the Company is not in compliance with the
timely filing requirement for continued listing under Nasdaq
Listing Rule 5250(c)(1). The notification letter has no immediate
effect on the listing or trading of the Company’s common stock on
the Nasdaq Global Select Market.
Nasdaq indicated that the Company must submit a
plan of compliance (the “Plan”) within 60 calendar days, or no
later than May 18, 2020, addressing how it intends to regain
compliance with Nasdaq’s listing rules and, if Nasdaq accepts the
Plan, it may grant an extension of up to 180 calendar days from the
Form 10-K original filing due date, or until September 14, 2020, to
regain compliance.
RTI’s management is working diligently to
complete the Form 10-K, and intends to file the Form 10-K as soon
as practicable.
Media and Investor
ContactJonathon Singerjsinger@rtix.com +1 630 652 5904
About RTI Surgical Holdings,
Inc.
RTI Surgical Holdings is a leading global
surgical implant company providing surgeons with safe biologic,
metal and synthetic implants. Committed to delivering a higher
standard, RTI’s implants are used in sports medicine, plastic
surgery, spine, orthopedic and trauma procedures and are
distributed in over 50 countries. RTI has four manufacturing
facilities throughout the U.S. and Europe. RTI is accredited in the
U.S. by the American Association of Tissue Banks and is a member of
AdvaMed. For more information, please visit www.rtix.com. Connect
with us on LinkedIn and Twitter.
Forward-Looking Statements
This communication contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, which may include statements regarding RTI
Surgical Holdings’ ability to file its Form 10-K for the year ended
December 31, 2019 within the extension period. These
forward-looking statements are based on management’s current
expectations, estimates and projections about our industry, our
management’s beliefs and certain assumptions made by our
management. Words such as “anticipates,” “expects,” “intends,”
“plans,” “believes,” “seeks,” “estimates,” variations of such words
and similar expressions are intended to identify such
forward-looking statements. The forward-looking statements are not
guarantees of future performance and are based on certain
assumptions including general economic conditions, as well as those
within RTI Surgical Holdings’ industry, and numerous other factors
and risks identified in the Company’s Form 10-K for the fiscal year
ended December 31, 2018 and other filings with the SEC. Our
actual results may differ materially from the anticipated results
reflected in these forward-looking statements. Important factors
that could cause actual results to differ materially from the
anticipated results reflected in these forward-looking statements
include risks and uncertainties relating to the following: (i)
uncertainty as to the scope, timing and ultimate findings of the
internal investigation; (ii) the costs and expenses relating to the
internal investigation; (iii) the impact of the internal
investigation on RTI Surgical Holdings, its management and
operations, including potential financial impact on RTI Surgical
Holdings; (iv) the risk of potential litigation or regulatory
action arising from the internal investigation and its findings or
from the failure to timely file the Form 10-K; (v) the potential
identification of control deficiencies, including potential
material weaknesses in internal control over financial report and
the impact of the same; (vi) potential reputational damage that RTI
Surgical Holdings may suffer as a result of the matters under
investigation; (vii) the possibility that RTI Surgical Holdings
will be unable to file its Form 10-K within the extension period of
15 calendar days provided under Rule 12b-25 of the Securities
Exchange Act of 1934; (viii) the risk that the filing of the Form
10-K will take longer than currently anticipated; (ix) general
worldwide economic conditions and related uncertainties; (x) the
impact of potential global health emergencies such as COVID-19
(coronavirus); (xi) the effect and timing of changes in laws or in
governmental regulations; and (xii) other risks described in our
public filings with the SEC. These factors should be
considered carefully and undue reliance should not be placed on the
forward-looking statements. Each forward-looking statement in
this communication speaks only as of the date of the particular
statement. Copies of the Company’s SEC filings may be
obtained by contacting the Company or the SEC or by visiting RTI’s
website at www.rtix.com or the SEC’s website at www.sec.gov. We
undertake no obligation to update these forward-looking statements
except as may be required by law.
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