01—Abstract
Summary
Summary of the 8-K filed April 25, 2024. Cited figures are marked; the original filing is the authoritative source.
Autodesk (ADSK) disclosed on April 25, 2024 that it received a Nasdaq deficiency notice dated April 19, 2024 because it has not timely filed its Annual Report on Form 10-K for the fiscal year ended January 31, 2024.
The notice has no immediate effect on the listing or trading of the company's common stock on the Nasdaq Global Select Market. Autodesk has 60 calendar days from the notice to submit a compliance plan, and Nasdaq may grant an extension of up to 180 calendar days from the 10-K due date, or until October 14, 2024, to regain compliance. The delay stems from an ongoing internal investigation overseen by the audit committee, described in the earlier Form 12b-25 filing (April 1, 2024) and the April 16, 2024 press release.
The company states the investigation's subject is unchanged from prior disclosures and that it does not currently believe any matters under review affect previously issued financial statements or the February 29, 2024 earnings release. The filing does not give a completion date for the investigation or the 10-K, so the timing remains uncertain.
For investors, the key near-term risks are the length of the investigation, the possibility of further delay or restatement if findings change the company's view, and whether Nasdaq accepts the compliance plan. The notice is a procedural listing issue rather than a current trading restriction, but the open-ended timeline and the unresolved audit committee review warrant monitoring until the Form 10-K is filed.
02—Key points
Key Highlights
- Nasdaq issued a deficiency notice on April 19, 2024 under Listing Rule 5250(c)(1) for failing to timely file the FY2024 (year ended January 31, 2024) Form 10-K.
- The notice has no immediate effect on the listing or trading of Autodesk common stock on the Nasdaq Global Select Market.
- Autodesk has 60 calendar days from the notice to submit a compliance plan to Nasdaq.
- Nasdaq may grant an extension up to 180 calendar days from the 10-K due date, through October 14, 2024, to regain compliance.
- The 10-K delay is tied to an audit committee internal investigation that remains ongoing, with no completion date disclosed.
- Management does not currently believe the matters under investigation affect previously issued financial statements or the February 29, 2024 earnings release.
- The filing and press release are furnished under Items 3.01 and 7.01, with the press release included as Exhibit 99.1.
03—Questions
Frequently Asked Questions
Will Autodesk be delisted from Nasdaq because it missed the 10-K deadline?
Not immediately. The Nasdaq notice has no immediate effect on the listing or trading of the common stock. Autodesk must submit a compliance plan within 60 calendar days, and Nasdaq may grant an extension through October 14, 2024. Continued noncompliance could ultimately lead to delisting proceedings, but the filing does not indicate that outcome is expected.
Why has Autodesk not filed its annual report on time?
The delay is due to an internal investigation overseen by the audit committee, as described in the April 1, 2024 Form 12b-25 and the April 16, 2024 press release. The filing does not describe the specific matters under investigation beyond stating that the subject is unchanged from prior disclosures.
Does the investigation affect Autodesk's previously reported financial results?
Management currently does not believe that any matters under investigation affect previously issued financial statements or the information in the February 29, 2024 earnings release. This is a current belief, not a conclusion, and it could change depending on the audit committee's findings and the independent auditor's review.
When is Autodesk expected to file the delayed Form 10-K?
The company says it is working diligently to complete the investigation and file the Form 10-K as soon as practicable. No specific filing date is provided. The Nasdaq extension outer limit is October 14, 2024.
What should investors watch for next?
Investors should watch for the completion of the audit committee investigation, the filing of the delayed 10-K, any changes to previously reported results, Autodesk's submission of its Nasdaq compliance plan, and Nasdaq's decision on any extension.
04—Continue