SAN FRANCISCO, April 16, 2024 /PRNewswire/ — Autodesk, Inc. (NASDAQ: ADSK), today offered an update on the internal investigation that the Audit Committee (the "Committee") of the company's Board of Directors has been conducting. As mentioned in the Form 12b-25 Notification of Late Filing filed with the Securities and Exchange Commission on April 1, 2024, the Committee initiated this internal probe with the help of external legal advisors and consultants. The focus of this investigation remains consistent with what was previously disclosed, specifically related to the company’s free cash flow and non-GAAP operating margin practices. At this point, the company doesn’t believe that any of the issues under scrutiny impact the accuracy of its previously released financial statements or the information shared in the February 29, 2024 earnings release. Currently, the investigation is still underway, and all involved parties are actively working toward completing it.
Unfortunately, due to the ongoing investigation, the company won't be able to file its Annual Report on Form 10-K for the fiscal year ended January 31, 2024, within the 15-day extension window allowed under Rule 12b-25(b) of the Securities Exchange Act of 1934. This delay is likely to result in receiving a notification from The Nasdaq Stock Market ("Nasdaq") indicating non-compliance with the timely filing requirement under Nasdaq Listing Rule 5250(c)(1). However, such a notification isn’t expected to immediately affect the trading of the company’s shares on the Nasdaq Global Select Market.
In line with Nasdaq’s rules, the company will have 60 calendar days following the receipt of the notification from Nasdaq to submit a compliance plan detailing how it plans to regain compliance with Nasdaq’s listing standards. Nasdaq also has the authority to grant the company up to 180 calendar days from the original due date of the Form 10-K to rectify the situation. The company is committed to resolving this matter and regaining compliance as swiftly as possible.
**Safe Harbor Statement**
This press release includes forward-looking statements that involve risks and uncertainties. These include projections about the timing and outcomes of the Committee's investigation, as well as potential non-compliance with Nasdaq regulations. Any statements that are not based on historical facts carry inherent risks. Several factors could lead to results differing significantly from those anticipated, such as new findings during the investigation, the Committee’s conclusions and timeline, the audit firm’s review and final assessment of the investigation, delays in filing the Form 10-K, and the company’s ability to meet Nasdaq’s continued listing criteria.
For further details on these risks, refer to Autodesk’s Form 10-K for the fiscal year ended January 31, 2023, along with subsequent quarterly reports, available through the Securities and Exchange Commission. Autodesk does not undertake any obligation to update these forward-looking statements to reflect events occurring or conditions existing after the date they were made.
**About Autodesk**
Autodesk is transforming the way the world designs and manufactures. Our suite of tools spans multiple industries, including architecture, engineering, construction, product design, manufacturing, and media & entertainment. By empowering creators globally, we aim to address challenges of all sizes, from sustainable building solutions to cutting-edge cinematic experiences. To learn more, visit [autodesk.com](https://www.autodesk.com) or follow us on Twitter at @autodesk. #MakeAnything
We also use our investor relations site ([investors.autodesk.com](https://investors.autodesk.com)) to share important updates, announce investor events, and adhere to our disclosure responsibilities under Regulation FD. Keep an eye on this platform alongside our press releases, SEC filings, and public conference calls/webinars.
Autodesk, AutoCAD, AutoCAD LT, BIM 360, and Fusion are registered trademarks of Autodesk, Inc., and/or its subsidiaries and affiliates in the U.S. and/or internationally. Other brand names, product names, or trademarks belong to their respective owners. Specifications and product offerings are subject to change without prior notice, and Autodesk disclaims liability for any typographical or graphical errors in this communication.
© 2024 Autodesk, Inc. All rights reserved.
SOURCE: Autodesk, Inc.
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