Current Report Filing (8-k)
16 February 2023 - 10:04PM
Edgar (US Regulatory)
0001084048false00010840482023-02-152023-02-15
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) February 15,
2023
Ziff Davis, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-25965
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47-1053457
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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114 5th Avenue, 15th Floor
New York, New York 10011
(Address of principal executive offices)
(212) 503-3500
(Registrant's telephone number, including area code)
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 (see General Instruction A.2.
below):
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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 |
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Common Stock, $0.01 par value |
ZD |
Nasdaq Stock Market LLC |
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
☐
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.
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Item 2.02 Results of Operations and Financial
Condition.
On February 15, 2023, Ziff Davis, Inc. (the “Company”) issued a
press release (the “Press Release”) announcing its preliminary
unaudited financial results for the fourth quarter and year ended
December 31, 2022 and financial guidance for fiscal year
2023.
A copy of the Press Release is furnished as Exhibit 99.1 to this
Form 8-K.
Item 7.01 Regulation FD Disclosure.
On February 16, 2023, at 8:30 a.m. Eastern Time, the Company will
host its fourth quarter and year-end 2022 earnings conference call
and Webcast. Via the Webcast, the Company will present portions of
its February 2023 Investor Presentation, which contains a summary
of the Company’s preliminary unaudited financial results for the
fiscal quarter and fiscal year ended December 31, 2022, financial
estimates for fiscal year 2023, and certain other financial and
operating information regarding the Company. A copy of this
presentation is furnished as Exhibit 99.2 to this Form
8-K.
NOTE: The information in this Item 7.01 is being furnished and
shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or incorporated by reference in any filing under the Securities Act
of 1933, as amended (the “Securities Act”) or the Exchange Act,
except as shall be expressly set forth by specific reference in
such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
Number
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Description
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99.1 |
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99.2 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act. Such forward-looking statements are
subject to numerous assumptions, risks and uncertainties that could
cause actual results to differ materially from those described in
such statements. Such forward-looking statements are based on
management’s expectations or beliefs as of February 15, 2023.
Factors that might cause such differences include, but are not
limited to, a variety of economic, competitive, and regulatory
factors, many of which are beyond the Company’s control and are
described in the Company’s Annual Report on Form 10-K filed by the
Company on March 15, 2022 with the Securities and Exchange
Commission (the “SEC”) and the other reports the Company files from
time to time with the SEC. The Company undertakes no obligation to
revise or publicly release any updates to such statements based on
future information or actual results.
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 hereunto duly
authorized.
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Ziff Davis, Inc.
(Registrant)
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Date: |
February 16, 2023 |
By: |
/s/ Jeremy Rossen |
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Jeremy Rossen
Executive Vice President, General Counsel and Secretary |
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