Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 33K
2: EX-99.1 Miscellaneous Exhibit HTML 12K
6: R1 Cover HTML 45K
8: XML IDEA XML File -- Filing Summary XML 11K
11: XML XBRL Instance -- pets-20240213_htm XML 13K
7: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
4: EX-101.LAB XBRL Labels -- pets-20240213_lab XML 67K
5: EX-101.PRE XBRL Presentations -- pets-20240213_pre XML 33K
3: EX-101.SCH XBRL Schema -- pets-20240213 XSD 10K
9: JSON XBRL Instance as JSON Data -- MetaLinks 12± 17K
10: ZIP XBRL Zipped Folder -- 0001040130-24-000010-xbrl Zip 18K
i420 South Congress Avenue, iDelray
Beach, iFloridai33445
(Address of principal executive offices) (Zip Code)
(i561) i526-4444
(Registrant’s
telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
io
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
io
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
io
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
io
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, par value $.001 per share
iPETS
iNASDAQ
Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company io
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in the Notification of Late Filing on Form 12b-25 of PetMed Express, Inc. (the “Company”)
filed with the Securities and Exchange Commission (the “SEC”) on February 9, 2024, the Company determined that it was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2023 (the “Form 10-Q”) by the prescribed due date as a result of the restatement of certain of the Company’s financial statements (the “Restatement”). The Restatement is more fully described in the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2024.
On
February 13, 2024, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of not having timely filed the Form 10-Q with the SEC, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires timely filing of all required periodic financial reports with the SEC.
The Notice has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq.
The Notice indicated that the
Company must submit a plan to regain compliance with the Listing Rule within 60 calendar days and, following receipt of such plan, Nasdaq may grant an extension of up to 180 calendar days from the Form 10-Q due date, or until August 7, 2024, for the Company to regain compliance.
While the Company can provide no assurances as to timing, the Company is working diligently to complete the Restatement and plans to file the Form 10-Q as soon as practicable to regain compliance with the Listing Rule.
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements. Words such as “may,”“could,”“expect,”“project,”“outlook,”“strategy,”“intend,”“plan,”“seek,”“anticipate,”“believe,”“estimate,”“predict,”“potential,”“strive,”“goal,”“continue,”“likely,”“will,”“would” and other similar words and expressions are intended to signify forward-looking statements. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain and are subject to various risks and uncertainties, including: the expected adjustments to the Company’s financial statements, including the estimated amount and impact of adjustments on the
Company’s financial statements, and the potential for additional adjustments to the Company’s financial statements resulting from the restatement described above. The Company’s future results may also be impacted by other risk factors listed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”), including, but not limited to, the Company's Annual Report on Form 10-K for the year ended March 31, 2023, as well as other subsequent filings on Form 10-Q and periodic filings on Form 8-K. You should not place undue reliance on these
forward-looking statements, which apply only as of the date of this Current Report on Form 8-K and should not be relied upon as representing the Company’s views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements, other than as may be required by law. If the Company does update one or more forward-looking statements, no inference should be made that the Company will make additional updates with respect to those or other forward-looking statements.
Cover
Page Interactive Data File (formatted as Inline XBRL)
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
