Autodesk Files 8-K on Listing Rule Compliance

TL;DR

Autodesk 8-K filed: potential listing rule issues, Reg FD, financials. Stay tuned.

AI Summary

Autodesk, Inc. filed an 8-K on April 25, 2024, reporting events as of April 19, 2024. The filing primarily concerns a notice of delisting or failure to satisfy continued listing rules, a Regulation FD disclosure, and financial statements and exhibits. No specific dollar amounts or new financial figures were detailed in the provided text.

Why It Matters

This filing indicates potential issues with Autodesk's continued listing on an exchange, which could impact investor confidence and stock trading if not resolved.

Risk Assessment

Risk Level: medium — The filing mentions 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard,' which inherently carries risk until clarified or resolved.

Key Players & Entities

• Autodesk, Inc. (company) — Registrant
• April 19, 2024 (date) — Earliest event reported
• April 25, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• One Market Street, Ste. 400 San Francisco, California 94105 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share ADSK The Nasdaq Global Select

Filing Documents

• adsk-20240419.htm (8-K) — 33KB
• adsk-pressreleaserenasdaqd.htm (EX-99.1) — 12KB
• 0000769397-24-000072.txt ( ) — 172KB
• adsk-20240419.xsd (EX-101.SCH) — 2KB
• adsk-20240419_lab.xml (EX-101.LAB) — 21KB
• adsk-20240419_pre.xml (EX-101.PRE) — 12KB
• adsk-20240419_htm.xml (XML) — 3KB

01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed in a Form 12b-25 Notification of Late Filing (the "Form 12b-25") filed by Autodesk, Inc. ("Autodesk" or the "Company") on April 1, 2024 and the press release issued by the Company on April 16, 2024 (the "Prior Press Release"), the Company is delayed in filing its Annual Report on Form 10-K for the year ended January 31, 2024 (the "Form 10-K") with the U.S. Securities and Exchange Commission (the "SEC"). On April 19, 2024, the Company received a notice (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, because the Company is delinquent in filing its Form 10-K, the Company no longer complies with Nasdaq Listing Rule 5250(c)(1) (the "Listing Rule"), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC. The Notice has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Global Select Market. In accordance with Nasdaq's listing rules, the Company has 60 calendar days after the Notice to submit a plan of compliance (the "Plan") to Nasdaq addressing how the Company intends to regain compliance with Nasdaq's listing rules. Pursuant to the Notice, Nasdaq has the discretion to grant the Company up to 180 calendar days from the due date of the Form 10-K, or October 14, 2024, to regain compliance. The Company intends to take the necessary steps to regain compliance with Nasdaq's listing rules as soon as practicable. As previously disclosed, the filing of the Form 10-K was delayed due to the matters described in the Form 12b-25 and the Prior Press Release. As of today, the internal investigation described in the Form 12b-25 and the Prior Press Release is ongoing and all parties continue to work diligently to complete the investigation and to file the Form 10-K as soon as practicable. The subject of the i

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On April 25, 2024, the Company issued a press release disclosing the receipt of the Notice. A copy of the press release is being furnished herewith as Exhibit 99.1. The information furnished in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Caution Regarding Forward-Looking Statements This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs, as well as assumptions about future events. Forward-looking statements include all statements that are not historical facts and can generally be identified by terms such as "could," "estimate," "expect," "intend," "may," "plan," "potentially," or "will" or similar expressions and the negatives of those terms. These statements include, but are not limited to, statements including statements above regarding the timing and expectations regarding the Company's audit committee's internal investigation and the filing of the Form 10-K, statements relating to the Company's plan to regain compliance with Nasdaq's rules, as well as all statements that are not historical facts. Actual results could differ materially from those expressed in or implied by the forward-looking statements due to a number of risks and uncertainties, including but not limited to the discovery of additional information relevant to the internal investigation; the conclusions of the Company's audit committee (and the timing of the conclusions) concerning matters relating to the investigation; the timing of the review by, and the conclusions of, the C

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press release dated as of April 25, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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 hereunto duly authorized. AUTODESK, INC. By: /s/ Ruth Ann Keene Ruth Ann Keene Executive Vice President, Corporate Affairs, Chief Legal Officer and Corporate Secretary Date: April 25, 2024