Lazydays Holdings announced the company’s intention to delist its common stock from The Nasdaq Capital Market.
The company anticipates the delisting will become effective on or about Nov. 28, after the company has completed requisite notifications to Nasdaq and the Securities and Exchange Commission (SEC). Upon the effectiveness of the delisting, trading in the Common Stock on Nasdaq will cease.
As previously disclosed, on Oct. 6, the company entered into an Asset Purchase Agreement with certain affiliates of Campers Inn Holding Corporation pursuant to which Lazydays and its subsidiaries expect to sell substantially all of their assets to the Purchasers. The stockholders of the company approved the Asset Sale on Oct. 14, and the Asset Sale is anticipated to occur in a series of site-by-site closings between Nov. 17 and Nov. 26. Following the completion of the Asset Sale, the company and its subsidiaries will not have remaining operations and expect to wind-up its remaining assets, liabilities and affairs pursuant to a plan of liquidation and dissolution, which was approved by the stockholders of the company on Oct. 14.
In light of the anticipated closing of the Asset Sale and the stockholders’ approval of the Plan of Liquidation and Dissolution, the company has determined that delisting the Common Stock from Nasdaq is in the best interests of the company and its residual claimants as the burdens associated with operating as a listed public company outweigh advantages to the company and its residual claimants at this time.
According to Lazydays, the decision to delist the Common Stock was reached after consideration of a number of matters, including:
- our substantial operating losses, our limited cash resources, our inability to secure additional capital from investors and our inability to generate sufficient cash to operate as an independent going concern in the foreseeable future;
- our substantial secured and unsecured indebtedness and outstanding trade payables, and our inability to refinance such indebtedness;
- the fact that the Asset Sale is the result of an active, lengthy and thorough evaluation and negotiation of strategic alternatives reasonably available to the company within the constraints imposed on the company, and the company’s determination that no other party provided a transaction on terms more favorable than those of the Asset Sale after considering all factors relevant to our Board of Directors in their business judgment;
- the likelihood that the Asset Sale will be completed in the near term and the fact that the company will have no ongoing operations after the completion of the Asset Sale;
- our expectation that substantially all of the purchase price in the Asset Sale will be used to repay indebtedness and other obligations of the company in accordance with our senior loan documents and the Asset Purchase Agreement;
- our anticipation that, after the closing of the Asset Sale and the liquidation of the company’s remaining assets following the Asset Sale, the company will not have sufficient cash to repay all unsecured creditors of the company and, accordingly, the company does not expect to be able to provide any return to the stockholders of the company, based on their junior priority relative to the priority of the company’s secured and unsecured creditors;
- the Common Stock is highly speculative and poses substantial risks, and company stockholders are currently expected to experience a complete loss of their investment after the company winds up its affairs under the Plan of Dissolution and Liquidation;
- our expectation that ongoing compliance by the company with Nasdaq rules after the Asset Sales would not be possible; and
- our expectation that the company will not need to access the capital markets in the future because the company would be dissolved under the Plan of Dissolution and Liquidation.
“To provide our stockholders advance notice and promote an orderly delisting process, the company intends to file a Form 25 with the SEC on or about Nov. 17, 2025. The delisting is expected to become effective on or about Nov. 28, 2025, at which time trading on Nasdaq will cease. The company has not arranged for listing and/or registration of the Common Stock on another national securities exchange or for quotation in a quotation medium, and the company can provide no assurance that trading of the Common Stock will continue on any over-the-counter market or other market,” Lazydays said.
