The Brand House Collective, Inc. Receives Nasdaq Non-Compliance Notice Amid Pending Merger with Bed Bath & Beyond

Key Points

• Nasdaq Non-Compliance Notice: The Brand House Collective, Inc. (“the Company”, formerly Kirkland’s, Inc.) has received a formal notice from the Nasdaq Stock Market indicating non-compliance with the minimum market value of publicly held shares (MVPHS) requirement.
• Minimum MVPHS Requirement: The Company’s common stock MVPHS was below the required \$15 million threshold for 30 consecutive business days as required by Nasdaq Listing Rule 5450(b)(3)(C).
• Compliance Grace Period: The Company has been granted 180 calendar days (until September 22, 2026) to regain compliance. If at any time during this period the MVPHS rises above \$15 million for at least ten consecutive business days, compliance will be restored.
• Potential Delisting: Failure to regain compliance by the deadline may result in delisting from Nasdaq, subject to the Company’s right to appeal or to transfer to the Nasdaq Capital Market if it meets the criteria.
• Pending Merger: The Company previously announced an Agreement and Plan of Merger with Bed Bath & Beyond, Inc. (NYSE: BBBY). Upon completion, The Brand House Collective will become a wholly owned subsidiary of Bed Bath & Beyond, and its shares will cease trading on Nasdaq.
• Action Plan: The Company is actively monitoring its MVPHS and intends to take reasonable actions to regain compliance. The anticipated merger is also expected to be consummated before the compliance deadline.
• Risks and Forward-Looking Statements: The Company notes that there is no assurance it will regain compliance, complete the merger, or continue to meet other listing requirements. There are numerous risks outlined related to operations, liquidity, and macroeconomic factors.

Details for Shareholders – Potential Price-Sensitive Information

This update is particularly important for shareholders and market participants, as it relates directly to the Company’s ongoing Nasdaq listing and the potential for delisting, which could materially affect share liquidity and valuation.

• Immediate Impact: The non-compliance notice does not immediately affect the listing or trading of the Company’s common stock. The shares will remain listed and tradable on the Nasdaq Global Select Market during the 180-day compliance period.
• Compliance Path: The Company can regain compliance if MVPHS reaches at least \$15 million for ten consecutive business days by September 22, 2026. If compliance is not achieved, Nasdaq will issue a delisting notice. The Company can then appeal the decision or seek transfer to the Nasdaq Capital Market, provided it meets all applicable requirements.
• Merger Outlook: The Company expects the pending merger with Bed Bath & Beyond, Inc. to close before the compliance deadline. If the merger is completed, The Brand House Collective’s shares will be delisted from Nasdaq as it becomes a wholly owned subsidiary of Bed Bath & Beyond, whose shares trade on the New York Stock Exchange. This means that current shareholders may receive consideration as specified in the merger agreement but will no longer hold Nasdaq-listed stock in the Company.
• Uncertainty and Risk: The Company clearly states that there can be no assurance it will regain compliance or complete the merger as planned. There are risks related to business operations, liquidity, competitive environment, supply chain, inflation and interest rates, execution of cost-saving strategies, and the potential for further adverse market developments.
• Going Concern Warning: Notably, the Company’s independent auditor’s report for the year ended February 1, 2025 is qualified regarding the Company’s ability to continue as a going concern, highlighting significant uncertainty about its financial stability.

What Investors Need to Watch

1. Trading Volatility: The notice and risk of delisting may increase share price volatility. The pending merger adds to the uncertainty.
2. Merger Progress: The timing and terms of the Bed Bath & Beyond acquisition are critical. Delays or changes could affect both The Brand House Collective and Bed Bath & Beyond shareholders.
3. Regulatory Developments: Any further updates from Nasdaq or changes in the Company’s compliance status will be highly material and should be monitored closely.
4. Business Performance and Liquidity: The Company’s ongoing ability to meet operational and financial obligations remains a key risk factor.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. The information is based on the latest public filings and may be subject to change without notice. Investors should consult their financial advisor and review the Company’s official filings and merger documents before making any investment decisions. Forward-looking statements are subject to risks and uncertainties, and actual results could differ materially from those anticipated.

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