Item 8.01. Other Events.
On February 25, 2021, Lee Enterprises, Incorporated (the "Company") received
notification from the New York Stock Exchange (the "NYSE") that the Company
regained compliance with the NYSE quantitative continued listing standard set
forth in Section 802.01B of the NYSE Listed Company Manual. The Company regained
compliance under Section 802.01B after the Company achieved compliance with the
NYSE's minimum market capitalization and shareholder's equity requirements over
the past two quarters.
In addition, on January 4, 2021, the Company received notification from the NYSE
that the Company regained compliance with the NYSE continued listing criterion
set forth in Section 802.01C of the NYSE Listed Company Manual. The Company
regained compliance under Section 802.01C after the Company's average stock
price was above the minimum requirement of $1.00 for the 30-day trading period
ending December 31, 2020.
These notifications cure all outstanding instances of non-compliance. As
previously disclosed, on May 12, 2020, the Company received formal notice from
the NYSE that it was not in compliance with the NYSE's continued listing
standards as a result of the average closing price of the Company's common stock
being less than $1.00 per share over a consecutive 30-day trading period, as
required by Section 802.01C of the NYSE Listed Company Manual, and not
maintaining an average market capitalization of at least $50 million over a
30-day trading period and shareholder's equity of less than $50 million, as
required by Section 802.01B of the NYSE Listed Company Manual.
As previously announced, following approval by the shareholders of Lee
Enterprises, Incorporated (the "Company"), the Board of Directors of the
Company approved a 1-for-10 reverse stock split of its Common Stock (the
"Reverse Stock Split"). The Company has determined that the effectiveness (the
"Effective Time") of the Reverse Stock Split will be March 12, 2021 at 5:00 p.m.
ET. Upon the Effective Time of the Reverse Stock Split, every ten (10) shares of
the Company's Common Stock issued and outstanding prior to the Effective Time
will be consolidated into one (1) issued and outstanding share, with no change
in the par value per share.
Upon the Effective Time of the Reverse Stock Split, the number of authorized
shares of Common Stock will be reduced from 120 million shares to 12 million
shares of Common Stock and the number of authorized shares of Class B Common
Stock will be reduced from 30 million shares to 3 million shares of Class B
Common Stock.
Safe Harbor
The information provided in this Report may include forward-looking statements
relating to future events or the future financial performance of the Company.
Because such statements are subject to risks and uncertainties, actual results
may differ materially from those expressed or implied by such forward-looking
statements. Words such as "anticipates," "plans," "expects," "intends," "will,"
"potential," "hope" and similar expressions are intended to identify
forward-looking statements. These forward-looking statements are based upon
current expectations of the Company and involve assumptions that may never
materialize or may prove to be incorrect. Actual results and the timing of
events could differ materially from those anticipated in such forward-looking
statements as a result of various risks and uncertainties. Detailed information
regarding factors that may cause actual results to differ materially from the
results expressed or implied by statements in report relating to the Company may
be found in the Company's periodic filings with the Commission, including the
factors described in the sections entitled "Risk Factors," copies of which may
be obtained from the SEC's website at www.sec.gov. The Company does not
undertake any obligation to update forward-looking statements contained in this
Report.
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