Tuesday Morning to voluntarily delist from Nasdaq

Tuesday Morning has begun to move from being a public company to a private one.

The off-price home goods retailer said it has notified Nasdaq of the company’s decision to voluntarily delist its common stock from the Nasdaq Capital Market and its intent to file a Form 25 with the U.S. Securities and Exchange Commission on or about January 2, 2023. Tuesday Morning expects the delisting of its common stock to become effective on or about January 12.

The delisting, which comes after a November corporate shakeup that saw three executives leave, is the first step in a longer-term plan for the company to deregister as a public reporting company and become a privately held company. The process is expected to be completed in September 2023.

Tuesday Morning said it made the decision to delist and deregister following careful consideration of its current financial situation.

“Due to a number of factors, including lower than forecast sales, increased insurance costs and costs relating to the separation with senior company executives in November 2022, the company is facing near-term capital constraints and is actively seeking to raise additional capital,” Tuesday Morning stated in a release.

The retailer said the move will provide several benefits to the company and its stockholders, including

• Flexibility in raising capital to solidify its liquidity position;
• Lower operating costs and management time commitment for compliance and reporting activities;
• The potential for lower regulatory and operating expenses; and
• Simplified corporate governance structure.

The delisting is the first step in a longer-term plan for the company to deregister as a public reporting company and terminate its obligations to make filings with the Securities and Exchange Commission (the “SEC”). Assuming certain conditions to deregistration are satisfied, including the Company having fewer than 300 record holders of its stock as of the beginning of its next fiscal year on July 3, 2023, the company expects the deregistration would be complete in September of 2023.

Based in Dallas, Tuesday Morning opened its first store in 1974 and currently operates 487 stores in 40 states.