Other Information
+Added: On July 28, 2023, the Company received written notice from Nasdaq that the Panel had approved the Company’s request for continued listing subject to the Company demonstrating compliance with Nasdaq’s continued listing requirements on or before August 31, 2023.
+Added: As previously disclosed, on April 21, 2023, the Company requested an appeal with the Panel regarding a determination by the Listing Qualifications department of Nasdaq to delist the Company’s securities following NCM LLC’s Chapter 11 Case, and, on June 14, 2023, the Panel approved the Company’s request for continued listing on an interim basis through July 26, 2023.
+Added: There can be no assurance that Nasdaq will not revoke the approval for continued listing prior to August 31, 2023, that the Company will be able to comply with Nasdaq’s listing requirements or whether there will ultimately be value in our common stock.
+Added: Delisting our common stock may adversely impact its liquidity, impair our stockholders’ ability to buy and sell our common stock, impair our ability to raise capital, and the market price of our common stock could decrease.
+Added: Delisting our common stock could also adversely impact the perception of our financial condition and have additional negative ramifications, including loss of confidence by our employees, the loss of institutional investor interest and fewer business opportunities.
+Added: The Company anticipates that, in the event of the extension being revoked or the delisting of our common stock on Nasdaq, our common stock will begin trading on the OTC Pink marketplace under the symbol “NCMI”.
+Added: The Company can provide no assurance that the common stock will commence or continue to trade on this market, whether broker-dealers will continue to provide public quotes of the common stock on this market, whether the trading volume of the common stock will be sufficient to provide for efficient trading market or whether quotes for the common stock will continue on this market in the future.
Exhibit Reference Description
−Removed: 4.1 (1) First Supplemental Indenture, dated as of March 15, 2023, by and between National CineMedia, LLC and Computershare Trust Company, North America as trustee.
+Added: 2.1 (1) Confirmation Order, dated June 27, 2023.
+Added: 3.1 (2) Certificate of Designation Series A Preferred Stock, dated June 27, 2023.
4.1 (3) Second Supplemental Indenture, dated as of March 31, 2023, by and between National CineMedia, LLC and Computershare Trust Company, as trustee.
10.1 (4) Restructuring Support Agreement, dated as of April 11, 2023, among the Company, NCM LLC and Consenting Secured Creditors.
−Removed: 10.2 (4) Amendment No.
−Removed: 4 to the Credit Agreement, dated as of January 17, 2023, by and among National CineMedia , LLC, each lender party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
−Removed: 10.3 (5) Amendment No.
−Removed: 1 to the Revolving Credit Agreement, dated as of January 17, 2023, by and among National CineMedia, LLC each lender party thereto, and Wilmington Savings Fund Society, FSB, as administrative agent
−Removed: 10.4 (6) Form of Retention Agreement
+Added: 10.2 (5) Nominee Agreement Order, dated June 26, 2023.
10.3 (6) Amendment No.
1 unchanged sentence
10.4 (7) Third Amendment to the Employment Agreement.
+Added: 10.5 * Network Affiliate Transaction Agreement by and between National CineMedia, LLC and Regal Cinemas, Inc.
+Added: 10.6 * Joint Venture Termination and Settlement Agreement.
31.1 * Rule 13a-14(a) Certification of Chief Executive Officer.
14 unchanged sentences
(1) Incorporated by reference to Exhibit 2.1 from the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-33296) filed on March 16, 2023.
+Added: 001-33296) filed on June 27, 2023.
(2) Incorporated by reference to Exhibit 3.1 from the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-33296) filed on June 28, 2023.
+Added: (3) Incorporated by reference to Exhibit 4.1 from the Registrant’s Current Report on Form 8-K (File No.
001-33296) filed on March 31, 2023.
2 unchanged sentences
(5) Incorporated by reference to Exhibit 10.1 from the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-33296) filed on January 19, 2023.
−Removed: (5) Incorporated by reference to Exhibit 10.2 from the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-33296) filed on January 19, 2023.
−Removed: (6) Incorporated by reference to Exhibit 10.1 from the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-33296) filed on March 8, 2023.
+Added: 001-33296) filed on June 28, 2023.
(6) Incorporated by reference to Exhibit 10.2 from the Registrant’s Current Report on Form 8-K (File No.
4 unchanged sentences
NATIONAL CINEMEDIA, INC.
−Removed: May 9, 2023 /s/ Thomas F.
+Added: August 1, 2023 /s/ Thomas F.
Chief Executive Officer and Director
(Principal Executive Officer)
−Removed: May 9, 2023 /s/ Ronnie Y.
+Added: August 1, 2023 /s/ Ronnie Y.
Chief Financial Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.