Item 7.01 Regulation FD Disclosure.
The information included in the press release referred to in Item 2.02 hereof is incorporated herein by reference.
The information contained in Items 2.02 and 7.01 of this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) nor shall it be deemed 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 filing.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements made in this Current Report on Form 8-K are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this Current Report on Form 8-K, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements include statements related to the Company’s results for the first quarter and long-term expectations and the Company’s plans with respect to the NYSE notice of non-compliance, including a potential reverse stock split. Forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include the risk that the Company’s preliminary results differ from the actual results that will be reflected in the consolidated financial statements for the quarter when they are completed and publicly disclosed; economic downturns and unstable market conditions; the Company’s ability to regain compliance with the minimum share price requirement within the applicable cure period; the Company’s ability in the future to comply with the NYSE listing standards and maintain the listing of its common stock on the NYSE; risks related to doing business in China; the Company’s ability to anticipate rapidly-changing consumer preferences in the apparel, footwear and accessories industries; the Company’s ability to acquire new customers, retain existing customers or maintain average order value levels; the effectiveness of the Company’s marketing and the Company’s level of customer traffic; merchandise return rates; the Company’s ability to manage its inventory effectively; the Company’s success in identifying brands to acquire, integrate and manage on its platform; the Company’s ability to expand into new markets; the global nature of the Company’s business; interruptions in or increased costs of shipping and distribution, which could affect the Company’s ability to deliver its products to the market; the Company’s use of social media platforms and influencer sponsorship initiatives, which could adversely affect the Company’s reputation or
subject the Company to fines or other penalties; fluctuating operating results; the inherent challenges in measuring certain of the Company’s key operating metrics, and the risk that real or perceived inaccuracies in such metrics may harm the Company’s reputation and negatively affect its business; the potential for tax liabilities that may increase the costs to the Company’s consumers; the Company’s ability to attract and retain highly qualified personnel, including key members of its leadership team; fluctuations in wage rates and the price, availability and quality of raw materials and finished goods, which could increase costs; foreign currency fluctuations; and other risks and uncertainties set forth in the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Forward-Looking Statements” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2023. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.