Other Information
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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”.
−Removed: 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.
+Added: On November 6, 2023, National CineMedia, Inc.
+Added: (the “Company”) filed a Elimination of Certificate of Designation of Series A Non-Convertible Preferred Stock (the “Certificate of Elimination”) with the Delaware Secretary of State with respect to 5,000,000 authorized shares of Series A Non-Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”).
+Added: The Series A Preferred Stock had been designated pursuant to the Certificate of Designation of Series A Non-Convertible Preferred Stock filed with the Delaware Secretary of State on June 27, 2023.
+Added: As of the date of the filing of the Certificate of Elimination, no shares of Series A Preferred Stock were outstanding.
+Added: Upon filing the Certificate of Elimination, the 5,000,000 shares of Series A Preferred Stock were returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series or rights, preferences, privileges or limitations.
+Added: The foregoing summary of the Certificate of Elimination is qualified in its entirety by reference to the full text of the Certificate of Elimination, which is filed as Exhibit 3.3 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
Exhibit Reference Description
−Removed: 2.1 (1) Confirmation Order, dated June 27, 2023.
−Removed: 3.1 (2) Certificate of Designation Series A Preferred Stock, dated June 27, 2023.
−Removed: 4.1 (3) Second Supplemental Indenture, dated as of March 31, 2023, by and between National CineMedia, LLC and Computershare Trust Company, as trustee.
−Removed: 10.1 (4) Restructuring Support Agreement, dated as of April 11, 2023, among the Company, NCM LLC and Consenting Secured Creditors.
−Removed: 10.2 (5) Nominee Agreement Order, dated June 26, 2023.
−Removed: 10.3 (6) Amendment No.
−Removed: 5 to the Credit Agreement, dated as of March 31, 2023, by and among National CineMedia, LLC, each lender party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
−Removed: 10.4 (7) Third Amendment to the Employment Agreement.
−Removed: 10.5 * Network Affiliate Transaction Agreement by and between National CineMedia, LLC and Regal Cinemas, Inc.
−Removed: 10.6 * Joint Venture Termination and Settlement Agreement.
+Added: 2.1 (1) Confirmation Order, dated July 27, 2023
+Added: 3.1 * Second Amended and Restated Certificate of Incorporation, as amended.
+Added: 3.2 (2) Certificate of Designation Series B Preferred Stock.
+Added: 3.3 * Elimination of Certificate of Designation of Series A Non-Convertible Preferred Stock of National CineMedia, Inc.
+Added: 10.1 (3) Loan, Security and Guarantee Agreement dated as of August 7, 2023, by and among National CineMedia, LLC, the certain financial institution party thereto as Lenders, and CIT Northbridge Credit LLC as Agent, Sole Lead Arranger and Sole Bookrunner .
+Added: 10.2 (4) Fifth Amendment to the Third Amended and Restated Limited Liability Company Operating Agreement of National CineMedia, LLC.
+Added: 10.3 (5) Director Designation Agreement.
31.1 * Rule 13a-14(a) Certification of Chief Executive Officer.
16 unchanged sentences
(2) Incorporated by reference to Exhibit 3.1 from the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-33296) filed on June 28, 2023.
−Removed: (3) Incorporated by reference to Exhibit 4.1 from the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-33296) filed on March 31, 2023.
−Removed: (4) Incorporated by reference to Exhibit 10.1 from the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-33296) filed on April 12, 2023.
+Added: 001-33296) filed on August 7, 2023.
(3) Incorporated by reference to Exhibit 10.1 from the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-33296) filed on June 28, 2023.
+Added: 001-33296) filed on August 7, 2023.
(4) Incorporated by reference to Exhibit 10.2 from the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-33296) filed on March 31, 2023.
+Added: 001-33296) filed on August 7, 2023.
(5) Incorporated by reference to Exhibit 10.3 from the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-33296) filed on April 13, 2023.
+Added: 001-33296) filed on August 7, 2023.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NATIONAL CINEMEDIA, INC.
−Removed: August 1, 2023 /s/ Thomas F.
+Added: November 7, 2023 /s/ Thomas F.
Chief Executive Officer and Director
(Principal Executive Officer)
−Removed: August 1, 2023 /s/ Ronnie Y.
+Added: November 7, 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.