Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
As previously disclosed, on April 23, 2023, Bed Bath and Beyond, Inc. (the
"Company") and certain of its direct and indirect subsidiaries filed a voluntary
petition for relief (the "Chapter 11 Cases") under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of New Jersey. The
Chapter 11 Cases are being jointly administered under the caption In re: Bed
Bath, et al., Cases No. 23-13359 through 23-13432.
On April 24, the Company received written notice (the "Delisting Notice") from
the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq")
notifying the Company that, as a result of the Chapter 11 Cases and in
accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq had
determined that the Company's common stock will be delisted from Nasdaq. The
Company does not intend to appeal this determination.
Trading of the Company's common stock will be suspended at the opening of
business on May 3, 2023.
Item 7.01. Regulation FD Disclosure.
Press Release
On April 25, 2023, the Company issued a press release announcing the delisting
of the Company's common stock from Nasdaq and the cancellation of the Company's
previously-scheduled Special Meeting (as defined below). A copy of the press
release is attached hereto as Exhibit 99.1.
The information furnished in this Item 7.01 to this Current Report on
Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be
incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific
reference in such filing.
Item 8.01. Other Events.
Special Meeting of Shareholders
On April 25, 2023, in light of the filing of the Chapter 11 Cases, the Board of
Directors of the Company determined to cancel the special meeting of
shareholders, previously scheduled for May 9, 2023 (the "Special Meeting") and
to withdraw the proposals to have been submitted to shareholders at the Special
Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press release, dated April 25, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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