Regulation FD Disclosure.
Reliance on SEC Relief from Filing Requirements
Due to the COVID-19 pandemic, J.Jill, Inc. (the “Company”) is filing this Current Report on Form 8-K to avail itself of an extension to file its
Quarterly Report on Form 10-Q for the quarter ended May 2, 2020 (the “Quarterly Report”). The Company is relying on the Securities and Exchange Commission’s Order under Section 36 of the Securities Exchange Act of 1934 (the
“Exchange Act”) Modifying Exemptions From the Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release No. 34-88465) (the “Order”).
As disclosed in the Company’s Current Reports on Form 8-K dated March 18, 2020, April 15, 2020, April 28, 2020 and May 15, 2020, and the Company's
Annual Report on Form 10-K for the fiscal year ended February 1, 2020 (the “Annual Report”) the Company’s operations and business continue to experience significant disruptions due to the conditions surrounding the COVID-19
Although the Company has re-opened certain locations consistent with guidance from government and health authorities, the Company expects that its
operations will continue to be significantly impacted by the COVID-19 pandemic. The full impact of the COVID-19 pandemic on the Company’s business for the foreseeable future cannot be predicted with certainty. This
uncertainty continues to adversely affect the Company’s ability to assess the impact of COVID-19 pandemic on the Company’s operations in order to finalize the Company’s Quarterly Report for the quarter ended May 2, 2020.
Additionally, the Company’s management team continues to have limited access the Company’s offices due to stay-at-home orders and, unexpectedly, has had to devote significant time and resources to the novel business and
operational challenges presented by the COVID-19 pandemic. The Company anticipates that it will file its Quarterly Report no later than 45 days after June 16, 2020.
Additional Risk Factor Disclosure
In light of the ongoing hardships caused by the onset and continuation of the COVID-19 pandemic, the Company included a risk factor detailing the
impacts of the COVID-19 pandemic on the Company’s business and operations in its Annual Report.
Cautionary Note Regarding Forward-Looking Statements
This report contains, and oral statements made from time to time by our representatives may contain, “forward-looking statements.” Forward-looking
statements include statements regarding the timing of restarting various aspects of its operations, statements regarding the impact of disruptions to its operations caused by the COVID-19 epidemic and political protests; and
statements identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” and similar references to future
periods, or by the inclusion of forecasts or projections. Forward-looking statements are based on our current expectations and assumptions regarding capital market conditions, our business, the economy and other future
conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual
results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not
limited to, the impact of the COVID-19 epidemic on the Company and the economy as a whole, the impact of political protests and curfews imposed by state and local governments, the Company’s ability to develop a plan to regain
compliance with the continued listing criteria of the NYSE; the NYSE’s acceptance of such plan; the Company’s ability to execute such plan and to continue to comply with applicable listing standards within the available cure
period; risks arising from the potential suspension of trading of the Company’s common stock on the NYSE; regional, national or global political, economic, business, competitive, market and regulatory conditions, including
risks regarding our ability to manage inventory or anticipate consumer demand; changes in consumer confidence and spending; our competitive environment; our failure to open new profitable stores or successfully enter new
markets and other factors set forth under “Risk Factors” in our Annual Report. Any forward-looking statement made in this report speaks only as of the date on which it is made. The Company undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.