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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.