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SAN FRANCISCO, April 16, 2024 /PRNewswire/ — Autodesk, Inc. (NASDAQ: ADSK), commonly known as the "Company," today offered an update regarding the internal investigation initiated by the Audit Committee (referred to as the "Committee") of the company's Board of Directors. As mentioned in the Form 12b-25 Notification of Late Filing submitted to the Securities and Exchange Commission on April 1, 2024, the Committee began this investigation with external legal counsel and advisors focusing on the company’s free cash flow and non-GAAP operating margin practices. The focus of the internal probe remains consistent with previous disclosures. At this point, the company does not think any issues under investigation will impact prior financial statements or the earnings release from February 29, 2024. As of now, the investigation is still underway, and all parties involved are actively working to finalize it.
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The company won’t be able to file its Annual Report on Form 10-K for the fiscal year ending January 31, 2024 (the "Form 10-K") within the 15-day extension period outlined in Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended, due to the ongoing investigation. Consequently, the company anticipates receiving a notice from The Nasdaq Stock Market ("Nasdaq") stating that it is not in compliance with the timely filing requirement for continued listing under Nasdaq Listing Rule 5250(c)(1). However, this notification isn't expected to immediately affect the trading of the company's common stock on the Nasdaq Global Select Market.
In line with Nasdaq’s listing guidelines, the company will have 60 calendar days after receiving a notification letter from Nasdaq to submit a compliance plan addressing how it plans to regain adherence to Nasdaq’s listing standards. Nasdaq also has the authority to grant the company up to 180 calendar days from the Form 10-K filing deadline to comply. The company is committed to regaining compliance with Nasdaq’s listing rules as swiftly as possible.
**Safe Harbor Statement**
This press release includes forward-looking statements involving risks and uncertainties. These include predictions about the timing and expectations related to the Committee’s investigation, as well as statements regarding potential Nasdaq non-compliance. All statements that aren’t historical facts fall into this category. A variety of factors could lead to outcomes differing significantly from those anticipated in these statements. Some key considerations are: discovering further relevant information during the investigation, the Committee’s conclusions (and the timing thereof), the independent auditor’s review findings and conclusions regarding the investigation and the company’s financials, delays in completing and filing the Form 10-K, and the company’s ability—or lack thereof—to meet Nasdaq’s continued listing requirements.
For more details on potential influencing factors, refer to Autodesk’s Form 10-K for the fiscal year ended January 31, 2023, along with subsequent Forms 10-Q, available through the Securities and Exchange Commission. Autodesk disclaims responsibility for updating these forward-looking statements to reflect events occurring or circumstances arising post their issuance.
**About Autodesk**
Autodesk is transforming global design and manufacturing processes. Its solutions span sectors like architecture, engineering, construction, product design, manufacturing, and media and entertainment, empowering creators worldwide to tackle challenges large and small. From sustainable building designs to advanced product innovations to captivating visual effects, Autodesk tools enable its clients to craft a better future. Learn more at autodesk.com or follow @autodesk. #MakeAnything
Autodesk shares important non-public updates via its investors.autodesk.com site, announcing investor events and adhering to Regulation FD disclosure obligations. Therefore, keep an eye on our investor relations page alongside our press releases, SEC filings, and public conference calls/webcasts.
Autodesk, AutoCAD, AutoCAD LT, BIM 360, and Fusion are registered trademarks of Autodesk, Inc., or its subsidiaries and affiliates in the U.S. and/or internationally. Other brands, product names, and trademarks belong to their respective owners. Autodesk reserves the right to modify product offerings, features, and pricing anytime without prior notice and assumes no liability for typographical or graphical errors in this document.
© 2024 Autodesk, Inc. All rights reserved.
SOURCE: Autodesk, Inc.
June 05, 2025