UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01 | Other Events. |
As previously disclosed on SeaChange International, Inc.’s (the “Company”) Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 8, 2023, the board of directors of the Company determined to effect a suspension of its reporting obligations under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the Company has notified The Nasdaq Stock Market LLC (“Nasdaq”) of the Company’s intent to voluntarily delist its common stock, par value $0.01 per share (the “Common Stock”), from The Nasdaq Capital Market (the “Nasdaq Capital Market”) and withdraw the registration of its Common Stock with the SEC under the Exchange Act.
On August 18, 2023, the Company filed a Form 25 with the SEC to delist its Common Stock from the Nasdaq Capital Market and confirmed with Nasdaq that the Common Stock is expected to cease trading on the Nasdaq Capital Market as of the close of the trading day on or about August 25, 2023. The Company expects to file a Form 15 with the SEC on or about August 28, 2023, to commence the process of terminating the registration of its Common Stock under Section 12(g) of the Exchange Act, and the filing of the Form 15 immediately suspends the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act, including Forms 10-K, 10-Q, and 8-K.
The Company anticipates that its Common Stock will be quoted on the OTC Expert Market to the extent market makers make a market in the Common Stock. No guarantee, however, can be made that a trading market in the Common Stock in any over-the-counter market will be made or maintained.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements, including regarding (i) the last trading day of the Common Stock on the Nasdaq Capital Market, (ii) filing a Form 15 and the timing as it relates to such filing, (iii) the timing of the effectiveness of the Form 15 and (iv) the trading of shares of the Common Stock on the OTC Expert Market, that are based on assumptions and may describe future plans, strategies and expectations of the Company. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Certain factors that could cause actual results to differ materially from expected results include changes in the interest rate environment, changes in general economic conditions, legislative and regulatory changes that adversely affect the business of the Company, and changes in the securities markets. Except as required by law, the Company does not undertake any obligation to update any forward-looking statements to reflect changes in belief, expectations or events.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SEACHANGE INTERNATIONAL, INC. | ||||||
| by: | /s/ Peter D. Aquino | |||||
| Peter D. Aquino | ||||||
| Dated: August 18, 2023 | Chief Executive Officer | |||||