UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
|
|
|
(Check one): |
|
☒ Form 10-K ☐ Form
N-CSR ☐ Form 20-F ☐ Form 11-K
☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
|
|
|
|
For Period Ended: December 31, 2022 |
|
|
|
|
☐ Transition Report on Form 10-K |
|
|
|
|
☐ Transition Report on Form 20-F |
|
|
|
|
☐ Transition Report on Form 11-K |
|
|
|
|
☐ Transition Report on Form 10-Q |
|
|
|
|
For the Transition Period Ended:
|
|
|
Nothing in this form shall be construed to imply that
the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I REGISTRANT INFORMATION
WEWORK INC.
Full Name of Registrant
Former Name if Applicable
75 Rockefeller Plaza
Address of Principal Executive Office (Street and
Number)
New York, NY 10019
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
|
|
|
|
|
☒ |
|
(a) |
|
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
|
(b) |
|
The subject annual report, semi-annual report, transition report on Form 10-K, Form
20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form
10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
|
(c) |
|
The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed time period.
WeWork Inc. (WeWork or the
Company) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K as of and for the year ended
December 31, 2022 (the Form 10-K). The Company has determined that it is unable to file its Form 10-K within the prescribed time period without
unreasonable effort or expense for the reasons set forth below.
The Company expects to file its Annual Report on Form
10-K on or before Friday, March 31, 2023, which is within the 15-calendar day extension provided by Rule 12b-25.
Reasons for Delay
As described in more detail in
its Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC) on March 17, 2023, the Company and certain of its subsidiaries have entered into a transaction
support agreement and other related agreements with certain of the Companys investors and creditors to restructure its debt and raise additional capital through various transactions (collectively, the Transactions). The
negotiations with respect to the Transactions have involved significant resources and have been a priority for management, thereby diverting significant management time and internal resources from the Companys processes to review and complete
its financial statements and related disclosures in a manner that would permit a timely filing of the Form 10-K.
Forward-Looking Statements
Certain statements
made herein may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including any statements regarding the Transactions. These forward-looking statements generally
are identified by the words believe, project, expect, anticipate, estimate, intend, strategy, future, opportunity, plan,
pipeline, may, should, will, would, will be, will continue, will likely result, and similar expressions. Forward-looking statements are predictions,
projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Although WeWork believes the expectations reflected in any forward-looking
statement are based on reasonable assumptions, it can give no assurance that its expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of
risks, uncertainties and other factors. Such factors include, but are not limited to, the terms of the Transactions, which are highly uncertain, WeWorks ability to complete the Transactions on the terms contemplated or at all; WeWorks
ability to obtain the required stockholder approvals for the Transactions; WeWorks ability to otherwise refinance, extend, restructure or repay outstanding debt; its outstanding indebtedness; its current and projected liquidity needs to
operate its business and execute its strategy, and related use of cash; its ability to raise capital through equity issuances, asset sales or the incurrence of debt; WeWorks expectations regarding its ability to continue as a going concern;
retail and credit market conditions; higher cost of capital and borrowing costs; impairments; changes in general economic conditions, including as a result of the COVID-19 pandemic, the conflict in Ukraine and
disruptions in the banking sector, and the impact of such conditions on WeWork and its customers; WeWorks expectations regarding its exits of underperforming locations, including the timing of any such exits and ability to retain its members;
delays in customers and prospective customers returning to the office and taking occupancy, or changes in the preferences of customers and prospective customers with respect to remote or hybrid working, as a result of the COVID-19 pandemic, leading to a parallel delay, or potentially permanent change, in receiving the corresponding revenue; the impact of foreign exchange rates on WeWorks financial performance; and WeWorks
inability to implement its business plan or meet or exceed its financial projections. Forward-looking statements speak only as of the date they are made. WeWork discusses these and other risks and uncertainties in its annual and quarterly periodic
reports and other documents filed with the SEC. WeWork undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by law.
PART IV OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
|
|
Name and telephone number of person to contact in regard to this notification |
|
|
|
|
|
|
|
|
|
|
|
Sandeep Mathrani |
|
|
|
646 |
|
|
|
389-3922 |
|
|
|
|
(Name) |
|
|
|
(Area Code) |
|
|
|
(Telephone Number) |
|
|
|
(2) |
|
|
|
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify
report(s). ☒ Yes ☐ No |
|
|
|
|
|
|
|
|
|
|
|
(3) |
|
|
|
Is it anticipated that any significant change in results of operations from the corresponding period for the
last fiscal year will be reflected by the earnings statements to be included in the subject report or portion
thereof? ☒ Yes ☐ No |
|
|
|
|
|
|
|
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if
appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
|
|
|
|
|
|
|
Please refer to the Companys press release announcing its financial results for the year ended
December 31, 2022, furnished as Exhibit 99.1 to the Companys Current Report on Form 8-K filed with the SEC on February 16, 2023. |
WeWork Inc.
(Name of
Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
Date: March 17, 2023 |
|
|
|
WEWORK INC. |
|
|
|
|
|
|
|
|
By: |
|
/s/ Sandeep Mathrani |
|
|
|
|
|
|
Name: |
|
Sandeep Mathrani |
|
|
|
|
|
|
Title: |
|
Chief Executive Officer and Chairman of the Board |