| ITEM 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On March 19, 2019,Bio-Rad Laboratories, Inc. (the “Company”) received an expected notice from the New York Stock Exchange (the “NYSE”) stating that the Company is not in compliance with the NYSE’s continued listing requirements under the timely filing criteria outlined in Section 802.01E of the NYSE Listed Company Manual due to the delay in filing the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2018 (the “2018 Form10-K”).
The Company reported in a Form12b-25 filed with the Securities and Exchange Commission (“SEC”) on March 4, 2019 that it was unable to file its 2018 Form10-K within the prescribed time period without unreasonable effort or expense. On March 18, 2019, the Company filed a Current Report on Form8-K with the SEC reporting that it was unable to file its 2018 Form10-K by the extended filing deadline of March 18, 2019 because the Company required additional time to complete its year end procedures, including its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018.
In accordance with NYSE rules, the Company has contacted the NYSE to discuss the status of the 2018 Form10-K and issued a press release on March 25, 2019 pertaining to the late filing, which has been included as Exhibit 99.1 to this Form8-K. The Company intends to file its 2018 Form10-K as promptly as possible after its independent registered public accounting firm has completed its audit.
The NYSE informed the Company that under NYSE rules, the Company has six months from the due date to file its 2018 Form10-K with the SEC. If the Company fails to file the late report and all other periodic reports with subsequent due dates within six months of the filing due date of the late report, the NYSE may, in its sole discretion, allow the Company’s securities to remain listed for up to an additional six months depending on certain circumstances. The Company may regain compliance with the NYSE listing standards at any time prior to such date by filing its 2018 Form10-K with the SEC. The NYSE notice also reserves the right of the NYSE to commence delisting proceedings at any time if circumstances warrant.
The statements above the Company makes regarding the anticipated timing of the filing of the Company’s 2018 Form10-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and subject to risks and uncertainties. We have based these statements on the information now known to us. Although we believe that the assumptions and expectations reflected in these statements are reasonable, the timing of completion of the audit process and the filing of the 2018 Form10-K in order to come into compliance with the NYSE’s requirements for continued listing is subject to known and unknown risks and uncertainties and could vary materially from our current expectations. The Company cautions you not to place undue reliance on forward-looking statements, which reflect an analysis only and speak only as of the date hereof. The Company disclaims any obligation to update these forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
