8-K: QVC Group Announces Reverse Stock Split and Plans to Delist Series B Common Stock from Nasdaq

QVC Group, Inc. will implement a 1-for-50 reverse stock split and voluntarily delist its Series B common stock (QVCGB) from the Nasdaq Capital Market, transitioning it to the OTCQB Venture Market.

Summary

• QVC Group, Inc. has announced a 1-for-50 reverse stock split for its Series A (QVCGA) and Series B (QVCGB) common stock.
• The reverse stock split, approved by stockholders on May 12, 2025, is expected to take effect on May 22, 2025.
• QVCGA and QVCGB will begin trading on a split-adjusted basis on May 23, 2025.
• The company intends to voluntarily delist QVCGB from the Nasdaq Capital Market due to concerns that it will not meet continued listing requirements after the reverse stock split.
• QVC Group has applied to have QVCGB quoted on the OTCQB Venture Market.
• The company expects to file a Form 25 with the SEC on or around May 27, 2025, to effect the delisting of QVCGB.
• As of April 30, 2025, there were 394,321,833 shares of QVCGA and 9,114,716 shares of QVCGB issued and outstanding.
• The reverse stock split is expected to reduce the number of outstanding shares to approximately 7,886,436 for QVCGA and 182,294 for QVCGB.
• Renee L. Wilm stepped down as Chief Legal Officer, effective May 13, 2025, with Eve DelSoldo assuming the role.
• Investor relations inquiries should be directed to investor@qvcgrp.com.

Sentiment

Score: 4

Explanation: The announcement includes both positive actions (attempting to regain compliance) and negative outcomes (delisting), resulting in a slightly negative sentiment.

Positives

• The reverse stock split is intended to enable QVCGA to regain compliance with Nasdaq's minimum bid price requirement.
• Transitioning QVCGB to the OTCQB Venture Market may provide continued trading opportunities for its stockholders.
• The company is proactively addressing listing compliance issues.

Negatives

• The voluntary delisting of QVCGB from the Nasdaq Capital Market could reduce liquidity and visibility for the stock.
• The reverse stock split reduces the number of outstanding shares, which can be perceived negatively by some investors.
• There is no guarantee that a broker will continue to make a market in QVCGB on the OTC market.

Risks

• There is no assurance that QVCGB will commence quotation on the OTCQB Venture Market.
• The company reserves the right to delay or withdraw filings related to the delisting and transition of QVCGB.
• General market conditions could impact the effectiveness of the reverse stock split and the company's ability to maintain listing compliance for QVCGA.
• The company's organizational and strategic changes, including the transition of services from Liberty Media, could present operational challenges.

Future Outlook

The company intends to regain compliance with Nasdaq listing requirements for QVCGA through the reverse stock split and transition QVCGB to the OTCQB Venture Market, but there are risks and uncertainties associated with these plans.

Management Comments

• The reverse stock split is intended to enable QVCGA to regain compliance with the minimum bid price requirement of $1.00 per share for its continued listing on The Nasdaq Capital Market.
• The Company has notified The Nasdaq Stock Market LLC of its intention to voluntarily delist QVCGB.

Industry Context

Reverse stock splits and delistings are often used by companies facing financial difficulties or struggling to maintain listing requirements, reflecting potential challenges in the retail and media sectors.

Comparison to Industry Standards

• Other companies facing similar listing compliance issues have also implemented reverse stock splits, such as Bed Bath & Beyond prior to its bankruptcy.
• Voluntary delisting and transition to OTC markets is a strategy sometimes employed by companies seeking to reduce compliance costs or facing limited trading volume on major exchanges, similar to actions taken by some smaller biotech firms.

Management Changes

Stakeholder Impact

• Shareholders of QVCGA will see a reduction in the number of shares they hold due to the reverse stock split, but the value of their holdings should theoretically remain the same.
• Shareholders of QVCGB will see their shares transition to the OTCQB Venture Market, which may affect liquidity and trading volume.
• Employees may be affected by the organizational and strategic changes, including the transition of services from Liberty Media.

Next Steps

• The company will file an amendment to its Restated Certificate of Incorporation to legally effect the Reverse Stock Split on or about 4:01 p.m., Eastern Time, on May 22, 2025.
• The company expects to file a Form 25 Notification of Delisting with the Securities and Exchange Commission with respect to QVCGB on or around May 27, 2025.
• The company will provide additional information regarding the transfer of QVCGB from The Nasdaq Capital Market to OTC at a later date.

Key Dates

Keywords

reverse stock split, delisting, OTCQB, Nasdaq, QVCGA, QVCGB, listing compliance, common stock