The New York Stock Exchange staff of NYSE Regulation has determined it would commence proceedings to delist Solo Brands, Inc.’s Class A common stock (ticker symbol DTC) from the NYSE. Trading was suspended in the company’s Class A common stock after the market closed on April 22, 2025.

NYSE Regulation reported that it determined the company’s Class A common stock no longer suitable for listing based on “abnormally low selling price” levels, pursuant to Section 802.01D of the Listed Company Manual.

Solo Brands has a right to review this determination by a Committee of the Exchange’s Board of Directors.

The NYSE will apply to the Securities and Exchange Commission to delist the company’s Class A common stock upon completion of all applicable procedures, including any appeal by the company of the NYSE Regulation staff’s decision.

Solo Brands, Inc. announced on February 27 that it had received a Notice on February 25 from the NYSE that the company was not in compliance with the NYSE’s continued listing standards as a result of the average closing price of the company’s Class A common stock being less than $1.00 per share over a consecutive 30 trading-day period. At that time, the company said, in accordance with NYSE rules, it had six months following receipt of the NYSE Notice to regain compliance with the minimum share price requirement.

“The NYSE rules require the company to notify the NYSE within 10 business days of receiving the NYSE notice of its intent to cure this deficiency, which may include, if necessary, effecting a reverse stock split, subject to approval by the Board of Directors and stockholders of the company,” the company said in a media release.

The company reported in a Form 8-K report that it expects Class A Common Stock to be quoted for trading on the OTC Pink Market. The OTC Pink Market is a significantly more limited market than the NYSE, and a quotation on the OTC Pink Market will likely result in a less liquid market for existing and potential holders of the Class A Common Stock and could further depress the trading price of the Class A Common Stock.

The company said it could “not assure that the Class A Common Stock will trade or continue to trade on this market, whether broker-dealers will provide public quotes of the Class A Common Stock on this market, or whether the trading volume of the Class A Common Stock will be sufficient to provide for an efficient trading market.”

Solo Brands noted that the transition to the OTC Pink Market will not affect the company’s business operations, relationships with partners, suppliers, employees, or its SEC reporting obligations.

In an earlier 8-K filing dated April 10, 2025, the Audit Committee (Committee) of the Board of Directors of Solo Brands, Inc. recently conducted a competitive search process to determine the independent registered public accounting firm for the company for the current fiscal year ending December 31, 2025. As a result of this process, on April 7, 2025, the Committee approved the engagement of BDO USA, P.C. as the company’s independent registered public accounting firm and subsequently notified and dismissed Ernst & Young LLP as the company’s independent registered public accounting firm.

Ernst & Young has been the company’s independent registered public accounting firm since 2021. The audit reports of Ernst & Young on the company’s financial statements as of and for the fiscal years ended December 31, 2023, and December 31, 2024, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

The company said there were no disagreements between Ernst & Young and Solo Brands, Inc. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young, would have caused it to refer to the subject matter of such disagreements in connection with its reports, or (b) “reportable events” (as that term is described in Item 304(a)(1)(v) of Regulation S-K), other than the material weaknesses in the company’s internal control over financial reporting identified by management.

Ernst & Young reported to the SEC that it agreed with the first paragraph of its April 10 filing “as it relates to the date of notification of our dismissal” and the second, third, fourth, fifth, sixth, and seventh paragraphs therein. “We have no basis to agree or disagree with other statements of the registrant contained therein,” Ernst & Young wrote to the Securities and Exchange Commission on April 10, 2025.

Material Weakness in Company’s Internal Control over Financial Reporting
As reported in Part II, Item 9A of the company’s Annual Reports on Form 10-K for the fiscal years ended December 31, 2024, and December 31, 2023, the company reported material weaknesses in its internal control over financial reporting during such periods. As disclosed in its 2024 10-K, the company concluded that its internal control over financial reporting was not effective as of December 31, 2024 due to the existence of material weaknesses in the company’s internal control over financial reporting related to the aggregation of control deficiencies over segregation of duties, information technology change management, and resource constraints in the company’s accounting function to address changes in the business in the fourth quarter of 2024. These material weaknesses were discussed by the Committee and Ernst & Young.

As disclosed in the 2023 10-K, the company concluded that its internal control over financial reporting was not effective as of December 31, 2023, due to the existence of material weaknesses in the company’s internal control over financial reporting related to the lack of timely execution of controls within the financial statement close process and the lack of sufficient resources within the company’s accounting function. The Committee and Ernst & Young discussed these material weaknesses.

The Committee has discussed the material weaknesses in the company’s internal control over financial reporting with Ernst & Young and has authorized Ernst & Young to respond fully to BDO’s inquiries concerning such material weaknesses.

Solo Brands reported in mid-February 20025 that John Larson, a member of the company’s Board of Directors, had been appointed interim president and chief executive officer, effective immediately. Larson succeeded Chris Metz, who informed the Board of his decision to step down as president, CEO and a member of the Board after one year with the company. Metz agreed to remain with the company in a non-executive capacity through March 7, 2025, to ensure a smooth transition.

In mid-March, the parent of the Solo Stove, Chubbies, Isle and Oru brands appointed Peter Laurinaitis to the company’s Board of Directors. In addition to being a CPA, he is reportedly a Certified Insolvency and Restructuring Advisor (CIRA) and a Certified Turnaround Professional (CTP).

The company’s former COO resigned in September 2024.

In early February 2024, Solo Brands appointed Laura Coffey as CFO and Michael McGoohan to the newly created position of EVP and chief growth officer. Both executives are still reportedly with the company.

Chris Metz joined Solo Brands, Inc. in early January 2024.

Image courtesy Solo Stove/Solo Brands, Inc.