Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on May 12, 2022, the Company received notice from The NASDAQ Stock Market LLC (“Nasdaq”) that, because the Company has not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2022 (the “Q1 10-Q”) with the Securities and Exchange Commission (the “Commission”), the Company was not in compliance with the continued listing requirements under Nasdaq Listing Rule 5250(c)(1), which requires Nasdaq-listed companies to timely file all periodic reports with the Commission. In response to that notification and pursuant to the Nasdaq Listing Rules, the Company submitted a plan to Nasdaq to regain compliance and set August 14, 2022, as a target date for regaining compliance. Nasdaq granted the Company an exception to the listing rules until August 14, 2022, to regain compliance. As stated in the Company’s press release dated August 4, 2022, the Company notified Nasdaq that it no longer expected that it would be able to regain compliance by August 14, 2022.
As disclosed in the Company’s Notification of Late Filing on Form 12b-25 filed with the Commission on August 9, 2022, the Company remains unable to file the Q1 10-Q for the period ended March 31, 2022 and is further unable to file its Quarterly Report on Form 10-Q for the period ended June 30, 2022 (the “Q2 10-Q”) for the reasons described therein.
On August 12, 2022, the Company received a notice from Nasdaq regarding its continued non-compliance with Nasdaq Listing Rule 5250(c)(1) and requesting an updated plan to regain compliance. In response, on August 13, the Company submitted an updated plan for compliance with a request to Nasdaq for additional time to demonstrate compliance with the listing rules. If approved, Nasdaq could grant a continued exception to allow the Company to regain compliance with all delinquent filings for up to 180 days from the filing deadline of the Q1 10-Q, i.e., until November 7, 2022.
Neither the August 12, 2022, notice nor the May 12, 2022, notice from Nasdaq has an immediate effect on the listing of the Company’s common stock on the Nasdaq Global Market. The Company is working to finalize its financial statements for the Q1 10-Q and Q2 10-Q and review of internal controls and procedures, including the evaluation of any deficiencies in internal control over financial reporting, as soon as practicable.
Forward Looking Statements
All statements in this Current Report on Form 8-K that do not directly and exclusively relate to historical facts constitute “forward-looking statements.” These statements represent current expectations and beliefs, including regarding the Company’s internal investigation and the Company’s ability to obtain further consents and exceptions as referenced herein, and no assurance can be given that such consents or exceptions will be obtained. Such statements are subject to numerous assumptions, risks, uncertainties and other factors, including those described in the section titled “Risk Factors” in Dentsply Sirona’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. No assurance can be given that any expectation, belief, goal or plan set forth in any forward-looking statement can or will be achieved, and readers are cautioned not to place undue reliance on such statements which speak only as of the date they are made. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date of this Current Report Form 8-K or to reflect the occurrence of unanticipated events.