Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
As previously disclosed in the Form 12b-25 filed by New England Realty
Associates Limited Partnership (the "Partnership") with the Securities and
Exchange Commission (the "SEC") on November 10, 2022, the Company was unable to
timely file the Partnership's Form 10-Q for the period ended September 30, 2022
(the "Delayed Report"). On November 15, 2022, New England Realty Associates
Limited Partnership (the "Partnership") received a notification letter from the
Corporate Compliance Department of the NYSE American Exchange (the "NYSE
American") indicating that as of November 15, 2022, the Partnership is not in
compliance with the NYSE American's standards for continued listing of the
Partnership's Depositary Receipts on the NYSE American as set forth in Section
1007 of the NYSE American Company Guide (the "Company Guide"). The Company
failed to timely file (the "Filing Delinquency") the Delayed Report. The NYSE
American notification letter has no immediate effect on the listing or trading
of the Partnership's Depositary Receipts on the NYSE American, nor will it have
any effect on the Partnership's financial condition or results of operations.
The Filing Delinquency is the result of a cybersecurity incident involving
ransomware that involved The Hamilton Company, Inc. ("Hamilton"). Hamilton has
been engaged by NewReal, Inc., the general partner of New England Realty
Associates Limited Partnership (the "Company") to perform general management
functions for the Company's properties in exchange for management fees. This
incident was previously reported in the Company's Current Report on Form 8-K
filed with the SEC on October 11, 2022. The Filing Delinquency will be cured via
the filing of the Delayed Report.
Pursuant to the Section 1007 of the Company Guide, NYSE Regulation staff will
review the Company periodically for the status of the Delayed Report and any
other delayed filings. If the Company does not complete its Delayed Filing and
any subsequently delayed filings with the SEC by the end of the six-month cure
period on May 15, 2023, the NYSE American, acting in its sole discretion, may
extend the cure period for an additional six months. If the Filing Delinquency
and any subsequent filing delinquencies are not cured by the end of the cure
period, including any extension, Exchange staff will initiate delisting
proceedings as appropriate. The Company may appeal a staff delisting
determination in accordance with Section 1010 and Part 12 of the Company Guide.
The Company expects to file the Delayed Report prior to the expiration of the
initial six-month cure period.
A copy of the Partnership's press release announcing receipt of the notification
letter from the Corporate Compliance Department of the NYSE American, as
required by Section 402 of the Company Guide, is filed herewith as Exhibit 99.1.
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Forward-Looking Statements
To the extent any statements contained in this press release deal with
information that is not historical, these statements are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are subject to the occurrence of many events
outside the Company's control. These statements include, but are not limited to,
express or implied forward-looking statements relating to the Company's
expectations regarding its ability to contain the impacts of the ransomware
incident and implement business continuity plans; and the Company's ability to
continue ongoing operations and safeguard the integrity of its information
technology infrastructure, data and customer information. These statements are
neither promises nor guarantees, but are subject to a variety of risks and
uncertainties, many of which are beyond the Company's control, which could cause
actual results to differ materially from those contemplated in these
forward-looking statements. Investors and others are cautioned not to place
undue reliance on forward-looking statements. All forward-looking statements
contained in this press release speak only as of the date of this press release.
Factors that could cause actual results to differ materially from those
expressed or implied include the ongoing assessment of the ransomware incident,
legal, reputational and financial risks resulting from this and/or additional
cybersecurity incidents, the effectiveness of business continuity plans during
the ransomware incident, and the other risks and uncertainties further described
in the "Risk Factors" section of the Company's most recent Annual Report on Form
10-K, as well as in the Company's other reports filed with or furnished to the
United States Securities and Exchange Commission, available at www.sec.gov.
Forward-looking statements should be considered in light of these risks and
uncertainties. These forward-looking statements speak only as of the date of
this report or as of the date to which they refer, and the Company assumes no
obligation to update any forward-looking statements as a result of new
information or future events or developments, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
No. Exhibit
99.1 Press Release of New England Realty Associates Limited Partnership
dated November 21, 2022.
104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded
within the inline XBRL document.
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