Item 8.01 Other Events.
RTW Retailwinds, Inc. (the "Company") will be relying on the Securities and
Exchange Commission's order (Release No. 34-88318) under Section 36 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") granting
exemptions from specified provisions of the Exchange Act and certain rules
thereunder, as amended by Release No. 34-88465 issued on March 25, 2020, to
delay the filing of its Quarterly Report on Form 10-Q for the quarter ended May
2, 2020 (the "Report"), as well as to delay the filing of the information
omitted from the Company's Annual Report on Form 10-K for the year ended
February 1, 2020 pursuant to General Instruction G(3) of the Form 10-K (the
"Part III Information") which it expects to provide in a Definitive Proxy
Statement on Form DEF 14A ("Proxy Statement"), due to the circumstances related
to the coronavirus (COVID-19) pandemic.
COVID-19 has caused disruptions to the Company's suppliers overseas and to its
supply chain, has resulted in continued store closures, and had led to furloughs
for all store associates as well as terminating certain corporate personnel. As
a result, COVID-19 and related events have resulted in the Company's management
devoting significant time and attention to assessing the existing and future
impact of COVID-19 and those events on the Company's operations, financial
position, and cash flows, and developing operational and financial plans to
address those matters. This has diverted management and financial resources from
completing all of the tasks necessary to file the Company's Quarterly Report by
its June 11, 2020 due date. Notwithstanding the foregoing, the Company expects
to file its Quarterly Report no later than July 27, 2020 (which is 45 days from
the Report's original filing deadline of June 11, 2020). Similarly, this has
diverted management and financial resources from completing all of the tasks
necessary to file the Company's Proxy Statement by its June 1, 2020 due date.
Notwithstanding the foregoing, the Company expects to file its Proxy Statement
no later than July 16, 2020 (which is 45 days from the Report's original filing
deadline of June 1, 2020).
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