EQS-CMS: Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2023

Diebold Nixdorf, Incorporated

(Exact Name of Registrant as Specified in its Charter)

Registrants telephone number, including area code: (330) 490-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

As previously disclosed, on June 1, 2023, Diebold Nixdorf, Incorporated (the Company) and certain of its subsidiaries filed (i) a pre-packaged chapter 11 plan of reorganized in connection with the commencement of voluntary cases under chapter 11 (the Chapter 11 Cases) of title 11 of the United States Code (the U.S. Bankruptcy Code) in the U.S. Bankruptcy Court for the Southern District of Texas, (ii) a scheme of arrangement, filed by Diebold Nixdorf Dutch Holding B.V. (the Dutch Issuer), relating to certain of the Companys subsidiaries in connection with the commencement by the Dutch Issuer of voluntary proceedings (the Dutch Scheme Proceedings) under the Dutch Act on Confirmation of Extrajudicial Plans (Wet homologatie onderhands akkoord) in the District Court of Amsterdam and (iii) recognition of such Dutch scheme pursuant to proceedings under chapter 15 of the U.S. Bankruptcy Code by the Dutch Issuer.

On June 2, 2023, the Company was notified by the NYSE that, as a result of the Chapter 11 Cases and Dutch Scheme Proceedings, and in accordance with Section 802.01D of the NYSE Listed Company Manual, the NYSE has determined to commence proceedings to delist the Companys common shares from the NYSE. The NYSE also indefinitely suspended trading of the Companys common shares on June 2, 2023. The NYSE will apply to the Securities and Exchange Commission (the SEC) to delist the Companys common shares upon completion of all applicable procedures.

The Company does not intend to appeal the NYSE determination. Therefore, the Company expects that its common shares will be delisted from the NYSE.

Effective as of June 5, 2023, trading of the Companys common shares commenced on the OTC Pink Open Market under the symbol DBDQQ. The OTC Pink Open Market is a significantly more limited market than the NYSE, and quotation on the OTC Pink Open Market likely results in a less liquid market for existing and potential holders of the Companys common shares to trade the Companys common shares and could further depress the trading price of its common shares. The Company can provide no assurance that its common shares will continue to trade on this market, whether broker-dealers will continue to provide public quotes of the Companys common shares on this market, or whether the trading volume of the Companys common shares will be sufficient to provide for an efficient trading market. Trading on the OTC Pink Open Market will not affect the Companys business operations or reporting requirements under the rules of the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.