false 0000050493 0000050493 2024-12-20 2024-12-20
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported) December 20, 2024
                  
 
INGLES MARKETS, INCORPORATED

(Exact name of registrant as specified in its charter)
 
 
North Carolina 0-14706 56-0846267
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
                           
 
2913 U.S. Hwy. 70 West, Black Mountain, NC 28711
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code (828) 669-2941
                
N/A

(Former name or former address, if changed since last report.)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, $0.05 par value per share
IMKTA
The NASDAQ Global Select Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
   
Emerging growth company
   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
 

 
Item 3.01         Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
On December 20, 2024, Ingles Markets, Incorporated, a North Carolina corporation (the “Company”), received a notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”), stating that because the Company had not yet filed its Annual Report on Form 10-K for the fiscal year ended September 28, 2024 (the “Annual Report”), the Company was no longer in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Nasdaq Listing Rule”), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission.
 
The Notice has no immediate effect on the listing of the Company’s Class A Common Stock on Nasdaq. However, if the Company fails to timely regain compliance with the Nasdaq Listing Rule, the Company’s Class A Common Stock will be subject to delisting from Nasdaq.
 
Under Nasdaq rules, the Company has 60 calendar days, or until February 18, 2025, to either file the Annual 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 Annual 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 June 10, 2025, to file the Annual Report and regain compliance. If Nasdaq does not accept the Compliance Plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
 
The Company intends to file the Annual Report within the 60-day period described above.
 
Item 7.01 Regulation FD Disclosure.
 
On December 26, 2024, the Company issued a press release disclosing its receipt of the Notice reference above. A copy of the press release is attached as Exhibit 99.1 to the Current Report on Form 8-K and is incorporated by reference in this Item 7.01.
 
The information contained in this Item 7.01, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose, including for the 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 and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except to the extent expressly stated in such filing.
 
Item 9.01         Financial Statements and Exhibits.
 
Exhibit
Number
 
Description
99.1
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 

 
 
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.
 
INGLES MARKETS, INCORPORATED
  (Registrant)  
Date: December 26, 2024
By:
/s/ Patricia E. Jackson
Patricia E. Jackson
Chief Financial Officer
         
 

Exhibit 99.1

 

 

 

Ingles Markets, Inc.

Contact: Pat Jackson, Chief Financial Officer

pjackson@ingles-markets.com

(828) 669-2941 (Ext. 223)

December 26, 2024

For Immediate Release

 

 

 

Ingles Markets, Incorporated Reports Receipt of Notice from Nasdaq Regarding Delayed Filing of Annual Report on Form 10-K

 

 

ASHEVILLE, N.C. - Ingles Markets, Incorporated (NASDAQ: IMKTA) (the “Company”), today announced that it received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”), stating that because the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended September 28, 2024 (the “Annual 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. The Notice has no immediate effect on the listing of the Company’s shares on Nasdaq.

 

The delay in filing the Annual Report has been due to the impact of Hurricane Helene, as previously reported by the Company in its Notification of Late Filing on Form 12b-25, filed with the Securities and Exchange Commission on November 29, 2024.

 

Under Nasdaq rules, the Company has 60 calendar days, or until February 18, 2025, to either file the Annual 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 Annual 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 June 10, 2025, to file the Annual 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.

 

The Company intends to file the Annual Report within the 60-day period described above.

 

About Ingles Markets, Incorporated

 

Ingles Markets, Incorporated is a leading grocer with operations in six southeastern states. Headquartered in Asheville, North Carolina, the Company operates 198 supermarkets. In conjunction with its supermarket operations, the Company operates neighborhood shopping centers, most of which contain an Ingles supermarket. The Company also owns a fluid dairy facility that supplies Ingles supermarkets and unaffiliated customers. To learn more about Ingles Markets visit ingles-markets.com.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may address, among other things, our expected financial and operational results and the related assumptions underlying our expected results. These forward-looking statements are distinguished by use of words such as “anticipate,” “aim,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and the negative of these terms, and similar references to future periods. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to, among other things: business and economic conditions generally in the Company’s operating area, including inflation or deflation; shortages of labor, distribution capacity, and some product shortages; inflation in food, labor and gasoline prices; the impact of weather-related events and natural disasters; the Company’s ability to successfully implement our expansion and operating strategies; pricing pressures and other competitive factors, including online-based procurement of products the Company sells; sudden or significant changes in the availability of gasoline and retail gasoline prices; the maturation of new and expanded stores; general concerns about food safety; the Company’s ability to manage technology and data security; the availability and terms of financing; and increases in costs, including food, utilities, labor and other goods and services significant to the Company’s operations. Detailed information about these factors and additional important factors can be found in the documents that the Company files with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K. Forward-looking statements speak only as of the date the statements were made. The Company does not undertake an obligation to update forward-looking information, except to the extent required by applicable law.

 

 
v3.24.4
Document And Entity Information
Dec. 20, 2024
Document Information [Line Items]  
Entity, Registrant Name INGLES MARKETS, INCORPORATED
Document, Type 8-K
Document, Period End Date Dec. 20, 2024
Entity, Incorporation, State or Country Code NC
Entity, File Number 0-14706
Entity, Tax Identification Number 56-0846267
Entity, Address, Address Line One 2913 U.S. Hwy. 70 West
Entity, Address, City or Town Black Mountain
Entity, Address, State or Province NC
Entity, Address, Postal Zip Code 28711
City Area Code 828
Local Phone Number 669-2941
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock
Trading Symbol IMKTA
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000050493

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