BuzzFeed Inc

Current report

Actions of activist shareholders, which have been increasing, could be disruptive and costly, may cause uncertainty about the strategic direction of our business, result in litigation, divert management’s and our board of directors’ attention and our resources, and may attempt to effect changes in our governance and strategic direction or to acquire control over our board of directors or the Company, any of which may have an adverse effect on our business and stock price.

Current report

From time to time, and increasingly so lately, we may be subject to proposals by activist shareholders, which could take many forms or arise in a variety of situations, including making public demands that we consider certain strategic alternatives, engaging in public campaigns to attempt to influence our corporate governance and / or our management, or commencing proxy contests aimed at electing the activists’ representatives to our board of directors. Future activist shareholder initiatives, including proxy contests and potential related litigation, could have a material adverse effect on us for many reasons, including, but not limited to:

Current report

•Such shareholders may attempt to effect changes in our governance and strategic direction or to acquire control over us or our board of directors.

Current report

•Increased media scrutiny and public pressure could impact investor sentiment and lead to heightened public relations challenges, such as unfavorable media coverage which could damage our reputation and alienate customers and clients, embolden further activist shareholder initiatives, impact employee morale, or result in additional scrutiny from regulators and oversight bodies.

Current report

•While we welcome the opinions of all shareholders, responding to activist shareholder initiatives could be costly and time-consuming, and could disrupt our operations, divert the attention of our board of directors, management team and other employees away from their regular duties and the pursuit of business opportunities to enhance shareholder value, and divert funds away from our core business activities and strategic investments, any of which could negatively impact our ability to pursue growth opportunities and affect our overall financial performance.

Current report

•Perceived uncertainties as to our future direction and control, our ability to execute on our strategy, or changes to the composition of our board of directors or senior management team arising from activist shareholder initiatives could lead to the perception of a change in the direction of our business, instability or lack of continuity, which may cause concern to our existing or potential collaboration partners, make it more difficult to pursue our strategic initiatives, or limit our ability to attract and retain qualified personnel and business partners, any of which could adversely affect our business and operating results.

Current report

•Perceived uncertainties as to our future direction, strategy or leadership due to these activist shareholder initiatives may harm our ability to attract new investors, alter our relationships with our existing investors, who may react negatively or alter their investment strategies based on perceived instability, or cause our stock price to experience periods of volatility or stagnation based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals or prospects of our business.

Previous report

We are currently not in compliance with the Nasdaq’s continued listing requirements. If we are unable to regain compliance with Nasdaq’s listing requirements, our securities could be delisted, which could affect our securities’ market price and liquidity.

Previous report

On March 6, 2024, Patrick Kerins, then a member of the Company’s board of directors and its audit committee, notified the Company that he did not intend to stand for re-election as a director of the Company at its 2024 annual meeting of stockholders. The Company then promptly notified the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that, as a consequence of Mr. Kerins’ failure to seek re-election, following the 2024 annual meeting, the audit committee of the Company’s board of directors would consist of two members and, as such, that the Company would no longer be in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires that the audit committees of listed companies have a minimum of three members that satisfy certain criteria for service on the committee (i.e., the Nasdaq Audit Committee Requirement). On April 26, 2024, as expected, the Company received a letter from the Staff notifying the Company that the Company was no longer in compliance with the Nasdaq Audit Committee Requirement.

Previous report

The Company has until the earlier of its 2025 annual meeting of stockholders and April 25, 2025 (i.e., one year from the date on which the Company ceased to be compliant) to regain compliance. If the Company is not in compliance with the Nasdaq Audit Committee Requirement by that date, then the Staff will provide written notification to the Company that its Class A common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to the Nasdaq Listing Qualifications Panel. However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination, such an appeal would be successful. The Company intends to appoint a third member to the audit committee of the Company’s board of directors prior to the expiration of the cure period in order to regain compliance with the Nasdaq Audit Committee Requirement.

Previous report

A delisting of our Class A common stock from Nasdaq would materially reduce the liquidity of our Class A common stock and result in a corresponding material reduction in the price of our Class A common stock. Any such event could make it more difficult to dispose of, or obtain accurate quotations for the price of, our Class A stock. It could also lead to the failure of our securities to be covered by securities analysts or the reduction in our coverage by the news media, which could cause the price of our Class A common stock to decline further. In addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, customers, business partners and employees and fewer business development opportunities. Further, under the indenture governing the Notes, the failure of our Class A common stock to be listed on any national securities exchange or quoted on Nasdaq would constitute a fundamental change, giving the holders of the Notes the right to require us to repurchase, for cash, all or a portion of their Notes at a repurchase price equal to 101% of the principal amount plus accrued and unpaid interest.

Previous report

The audit committee of the Company’s board of directors consists of only two members, which may limit the committee’s ability to fulfill its oversight duties effectively.

Previous report

The audit committee of the Company’s board of directors consists of only two members. In addition to the risks attendant in the Company’s failure to comply with the Nasdaq Audit Committee Requirement, having a two-person audit committee may limit the committee’s ability to fulfill its oversight duties effectively. A small audit committee may struggle to provide adequate oversight of financial reporting processes, internal controls, and risk management activities. This could lead to gaps in monitoring and potential control weaknesses. The workload for each member of a two-person audit committee can be significantly higher compared to a larger committee, which may lead to difficulties in fulfilling all necessary responsibilities and increase the risk of oversight or errors. In a two-person audit committee, succession planning and continuity become critical issues. Changes in membership, such as resignations or retirements, can have a significant impact on the committee’s effectiveness and institutional knowledge. Overall, the Company’s small audit committee could weaken the Company’s financial governance structure and increase its exposure to financial risks, potentially impacting its reputation or financial performance.