ORLANDO,
Fla., Jan. 31, 2025 /PRNewswire/ -- VOXX
International Corporation (NASDAQ: VOXX) ("VOXX" or the "Company"),
a leading manufacturer and distributor of automotive and consumer
technologies for the global markets, as well as strategic joint
ventures including biometrics, today announced that it received a
notice dated January 28, 2025 (the
"Notice") from The Nasdaq Stock Market LLC ("Nasdaq"), stating that
because the Company has not yet filed its Quarterly Report on Form
10-Q for the period ended November 30,
2024 (the "Quarterly Report"), the Company is no longer in
compliance with Nasdaq Listing Rule 5250(c)(1), which requires
listed companies to timely file all required periodic financial
reports with the Securities and Exchange Commission ("SEC"). The
Notice has no immediate effect on the listing of the Company's
shares on Nasdaq.
As previously reported in its Form 12b-25 filed with the SEC on
January 10, 2025, the Company was not
able to file its Quarterly Report on Form 10-Q for the period ended
November 30, 2024 (the "Quarterly
Report") within the prescribed time period.
On December 17, 2024, the Company
entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Gentex Corporation, a Michigan corporation ("Gentex"), and
Instrument Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of Gentex ("Merger Sub"), pursuant to which, on the
terms and subject to the conditions of the Merger Agreement, Merger
Sub will merge with and into the Company (the "Merger"), with the
Company continuing as the surviving corporation and a wholly owned
subsidiary of Gentex. As a result of entry into the Merger
Agreement, in connection with its triggering events review, the
Company determined that it was necessary to test its goodwill,
other intangible assets, and other long-lived assets for
impairment. Due to the time necessary to conduct the impairment
test, the Company was unable to timely file the Quarterly
Report.
Under Nasdaq rules, the Company has 60 calendar days, or until
March 31, 2025, to either file the
Quarterly Report or to submit to Nasdaq a plan to regain compliance
with the Nasdaq Listing Rule (the "Compliance Plan"). If the
Company does not file the Quarterly Report but submits a Compliance
Plan, and Nasdaq accepts the Compliance Plan, then Nasdaq may grant
the Company up to 180 days from the prescribed due date, or until
July 14, 2025, to file the Quarterly
Report and regain compliance. If Nasdaq does not accept the
Company's Compliance Plan, then the Company will have the
opportunity to appeal that decision to a Nasdaq Hearings Panel.
The Company intends to file the Quarterly Report within the
60-day period described above.
About VOXX
VOXX International (NASDAQ: VOXX) has grown into a worldwide
leader in the Automotive Electronics and Consumer
Electronics industries. Over the past several decades, VOXX has
built market-leading positions in in-vehicle entertainment and
automotive security, as well as in a number of premium audio market
segments, and more. VOXX is a global company, with an extensive
distribution network that includes power retailers, mass
merchandisers, 12-volt specialists and many of the world's leading
automotive manufacturers. For additional information, please visit
our website at www.voxxintl.com.
Safe Harbor Statement
Except for historical
information contained herein, statements made in this release
constitute forward-looking statements and thus may involve certain
risks and uncertainties. All forward-looking statements made in
this release are based on currently available information and the
Company assumes no responsibility to update any such
forward-looking statements. The following factors, among others,
may cause actual results to differ materially from the results
suggested in the forward-looking statements: (i) the Company's
inability to file the Quarterly Report by March 31, 2025, and in such event, Nasdaq not
accepting the Company's plan to regain compliance with Nasdaq
Listing Rule 5250(c)(1), (ii) the risk that the proposed merger may
not be completed in a timely manner or at all, which may adversely
affect the Company's business and the price of its shares of common
stock, (iii) other factors described under Risk Factors in our most
recent Form 10-K and other filings made by the Company from time to
time with the SEC, as such descriptions may be updated or
amended in any future reports the Company files with the
SEC.
Investor Relations Contact:
Glenn Wiener, President & CEO
GW Communications (for VOXX)
Email: gwiener@gwcco.com
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SOURCE VOXX International Corporation
