Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 31, 2022, Summer Infant, Inc. (the "Company") received written notice
(the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") that the Company is
not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the
Company to maintain a minimum of $2,500,000 in stockholders' equity for
continued listing on the Nasdaq Capital Market. In the Company's Quarterly
Report on Form 10-Q for the quarter ended April 2, 2022, the Company reported a
stockholders' deficit of $1,281,000. The Notice has no immediate effect on the
listing of the Company's common stock.
Pursuant to the Notice, the Company has until July 15, 2022 to submit to Nasdaq
a plan to regain compliance. If Nasdaq accepts the plan, it can grant an
extension of up to 180 calendar days from the date of the Notice to evidence
compliance. If Nasdaq does not accept the plan, the Company would have an
opportunity to appeal any delisting decision before an independent hearings
panel.
As previously reported by the Company, on March 16, 2022, the Company entered
into an Agreement and Plan of Merger (as the same may be amended, supplemented
and modified from time to time, the "Merger Agreement") with Kids2, Inc., a
Georgia corporation ("Kids2"), and Project Abacus Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Kids2, Inc. ("Merger Sub"), which
provides that, subject to the conditions set forth in the Merger Agreement,
Merger Sub will merge with and into the Company, with the Company continuing as
the surviving company and a wholly owned subsidiary of Kids2 (the "Merger").
If the Merger is consummated prior to July 15, 2022, the Company intends to take
no action in response to the Notice, as the Company will cease to be a
publicly-traded corporation and its common stock will be delisted from the
Nasdaq Capital Market and deregistered under the Securities Exchange Act of
1934, as amended, in connection with the completion of the Merger. If the Merger
is not consummated prior to July 15, 2022 the Company expects to submit a plan
to regain compliance with the Nasdaq listing rules.
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K that are not historical
fact may be deemed "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934, and the Company intends that such forward-looking statements be subject
to the safe harbor created thereby. These statements are accompanied by words
such as "anticipate," "expect," "project," "will," "believes," "estimate" and
similar expressions, and include statements regarding the pending acquisition of
the Company by Kids2, Inc. and the Company's expectations with respect to
submitting a plan to regain compliance with Nasdaq listing rules if the pending
acquisition is not completed prior to July 15, 2022. The Company cautions that
these statements are qualified by important factors that could cause actual
results to differ materially from those reflected by such forward-looking
statements. Such factors include risks related to the proposed merger with
Kids2, Inc., including disruption of management's attention from ongoing
business operations due to the pending transaction; that one or more closing
conditions to the transaction may not be satisfied or waived, on a timely basis
or otherwise; that the transaction does not close when anticipated, or at all;
the occurrence of any event, change or other circumstances that could give rise
to the termination of the merger agreement; potential adverse reactions or
changes to employee or business relationships resulting from the announcement or
completion of the proposed merger; the risk of litigation or legal proceedings
related to the proposed transaction; unexpected costs, charges or expenses
resulting from the proposed transaction; that, if the proposed merger with Kids2
is not consummated, the Company may be unable to regain compliance with the
minimum stockholders' equity requirement or otherwise meet Nasdaq listing rules;
and other risks as detailed in the Company's most recent Annual Report on Form
10-K, its Quarterly Reports on Form 10-Q and other filings with the Securities
and Exchange Commission. The Company assumes no obligation to update the
information contained in this Current Report on Form 8-K.
Additional Information about the Kids2 Merger and Where to Find It
In connection with the proposed transaction with Kids2, Inc., the Company has
and will file relevant materials with the Securities and Exchange Commission
(the "SEC"). On May 16, 2022, the Company filed a definitive proxy statement on
Schedule 14A and a proxy card with respect to a special meeting of stockholders
to be held on June 16, 2022 to approve the proposed transaction, and the Company
commenced mailing of the definitive proxy statement on or about May 17, 2022 to
Company stockholders entitled to vote at the special meeting. This communication
is not intended to be, and is not, a substitute for the proxy statement or any
other document that the Company may file with the SEC in connection with the
proposed transaction. INVESTORS AND STOCKHOLDERS ARE URGED TO CAREFULLY READ THE
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY
DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN
CONNECTION WITH THE PROPOSED TRANSACTION THAT THE COMPANY HAS FILED OR WILL FILE
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. The definitive proxy
statement and other relevant materials in connection with the transaction (when
they become available) and any other documents filed or furnished by the Company
with the SEC, may be obtained free of charge at the SEC's website (www.sec.gov).
In addition, copies of the definitive proxy statement and other relevant
materials and documents filed by the Company with the SEC will also be available
free of charge on the Investor Relations page of the Company's website located
at https://www.sumrbrands.com.
Participants in the Solicitation of Company Stockholders
The Company, Kids2, Inc. and their respective directors and executive officers,
management and employees may be deemed to be participants in the solicitation of
proxies from the Company's stockholders in connection with the proposed
transaction with Kids2. Information about the Company's directors and executive
officers and their ownership of Company common stock is set forth in its
definitive proxy statement for regarding the proposed transaction. To the extent
that holdings of the Company's securities have changed since the amounts
reflected in the definitive proxy statement, such changes will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC. Additional
information regarding the participants in the solicitation and their interests
in the proposed transaction are also included in the definitive proxy statement.
These documents may be obtained free of charge at the SEC's web site at
www.sec.gov and on the Investor Relations page of the Company's website located
at https://www.sumrbrands.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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