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): September 28, 2021
Blue Apron Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-38134 | 81-4777373 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
28 Liberty Street
New York, New York |
10005 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(347) 719-4312
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Exchange on Which Registered | ||
| Class A Common Stock, $0.0001 par value per share | APRN | New York Stock Exchange LLC |
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 x
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 1.01 Entry into a Material Definitive Agreement.
On September 29, 2021, Blue Apron, LLC (the “Subsidiary”), a wholly-owned subsidiary of Blue Apron Holdings, Inc. (the “Company”), entered into a Seventh Amendment to Lease (the “Lease Amendment”) with Dreisbach Enterprises, Inc. (the “Landlord”), which amends that certain Lease, dated as of July 15, 2013 (the “Lease”), as amended, by and between the Subsidiary and the Landlord, for the Subsidiary’s Richmond, California fulfillment center. Pursuant to the Lease Amendment, among other things, the term of the Lease has been extended from May 31, 2022 to May 31, 2027, and the Subsidiary or Landlord may terminate the Lease upon twelve (12) months’ notice provided that the effective date of such termination is not prior to December 31, 2025.
In connection with entering into that certain Sixth Amendment to Lease dated January 29, 2019, the Subsidiary prepaid approximately $2.1 million of rent (the “Prepaid Rent”) to the Landlord covering the final six (6) months of the Lease term. Under the terms of the Lease Amendment, a portion of the Prepaid Rent may be returned by the Landlord to the Subsidiary if the Company achieves certain financial targets during the Lease term.
The foregoing description of the Lease Amendment is subject to, and qualified in its entirety by reference to, the full text of the Lease Amendment, which will be filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2021.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 8.01 Other Events.
Rights Offering Record Date
On September 28, 2021, the Company issued a press release announcing that the board of directors had fixed the close of business (5:00 p.m. Eastern Time) on October 8, 2021, as the record date (the “Record Date”) for the Company’s planned $45.0 million rights offering (the “Rights Offering”). The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As previously disclosed, the Company has agreed to conduct the Rights Offering as one component of a series of planned transactions to raise an aggregate of $78.0 million. In the Rights Offering, the Company intends to distribute, at no charge, to each holder of record of its outstanding shares of Class A common stock and certain outstanding warrants to purchase shares of Class A common stock (the “Eligible Securityholders”) one non-transferable subscription right (each, a “Subscription Right” and collectively, the “Subscription Rights”) for each share of Class A common stock held or, in the case of the holders of the applicable outstanding warrants, each share of Class A common stock issuable upon exercise of such warrants. Each Subscription Right entitles the Eligible Securityholder to purchase one unit consisting of (i) a fraction (the “Applicable Fraction”) of one share of Class A common stock, (ii) one warrant to purchase the Applicable Fraction of 0.8 of one share of Class A common stock at an exercise price of $15.00 per share, (iii) one warrant to purchase the Applicable Fraction of 0.4 of one share of Class A common stock at an exercise price of $18.00 per share, and (iv) one warrant to purchase the Applicable Fraction of 0.2 of one share of Class A common stock at an exercise price of $20.00 per share.
The Company anticipates the subscription period for the planned Rights Offering to commence on October 12, 2021, and to continue until the close of business (5:00 p.m. Eastern Time) on October 28, 2021.
A Registration Statement on Form S-3 (No. 333-259677) relating to the planned Rights Offering has been filed with the Securities and Exchange Commission (the “SEC”) but has not yet become effective. The Company intends to make the planned Rights Offering pursuant to such registration statement and a final prospectus to be filed with the SEC as soon as practicable following the Record Date. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The information herein, including the expected timing and terms of the planned Rights Offering, is not complete and is subject to change. The Company reserves the right to cancel or terminate the planned Rights Offering, subject to certain conditions, at any time.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 99.1 | Press Release dated September 28, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| BLUE APRON HOLDINGS, INC. | |||
| Date: September 29, 2021 | By: | /s/ Randy J. Greben | |
| Randy J. Greben | |||
| Chief Financial Officer and Treasurer | |||
Exhibit 99.1
Blue Apron Announces Record Date for Proposed $45 Million Fully-Backstopped Rights Offering
NEW YORK, September 28, 2021 -- Blue Apron Holdings, Inc. (NYSE: APRN) announced today that its board of directors has fixed a record date for its previously announced proposed fully backstopped equity rights offering, which represents $45.0 million of its planned $78.0 million capital raise, each as disclosed in the Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on September 15, 2021.
Under the terms of the rights offering, the company will distribute non-transferable subscription rights to each holder of its Class A common stock (as well as the holders of certain warrants issued to the company’s lenders), as outlined below, held as of the close of business on October 8, 2021, the record date for the rights offering. The subscription period for the rights offering is expected to commence October 12, 2021, and to terminate at 5:00 p.m. Eastern Time on October 28, 2021.
All holders of Blue Apron Class A common stock (as well as the holders of certain warrants issued to the company’s lenders) as of the record date will have the opportunity to participate in the $45.0 million proposed rights offering on a pro rata basis. Each eligible securityholder will receive one subscription right per share of Class A common stock owned (or, in the case of holders of the applicable warrants, which would be owned upon exercise of such warrants).
The proposed offering is fully backstopped by RJB Partners LLC under a purchase agreement, which commits RJB Partners LLC to purchase any and all shares of Class A common stock and warrants unsubscribed in the rights offering, subject to certain customary closing conditions, including completion of the proposed rights offering. RJB Partners LLC has also committed to a $30.0 million private placement investment on the same terms as the rights offering.
Each subscription right will entitle the eligible holder to purchase a fraction of one share of Class A common stock and associated warrants to purchase fractions of shares of Class A common stock. The precise number of securities issuable upon the exercise of each subscription right, as well as the subscription price for each right, will be based on the fraction calculated by dividing (a) $45.0 million by (b) the product of (i) the effective purchase price of one share of Class A common stock and associated warrants of $10.00 and (ii) the number of shares of Class A common stock held (or issuable upon exercise of the applicable warrants) as of the record date of October 8, 2021. The company will disclose the final terms of the rights offering promptly following the record date.
Blue Apron intends to use the net proceeds of the full capital raise for working capital and general corporate purposes, including to accelerate its growth strategy to drive revenue and customer growth, and the adoption of certain initiatives to help build upon an ESG program. The company is also permitted by the terms of the purchase agreement to repay up to $5.0 million of outstanding indebtedness with capital raise proceeds.
Other Important Information
A registration statement relating to the proposed rights offering has been filed with the SEC but has not yet become effective. The proposed rights offering will be made pursuant to such registration statement and a prospectus to be filed with the SEC prior to the commencement of the proposed rights offering. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.
The information herein, including the expected terms of the proposed rights offering, is not complete and is subject to change. Certain information, such as the number of securities issuable upon exercise of a subscription right and the proposed subscription price per right, has not yet been determined and will be announced in subsequent press releases by the company. The company reserves the right to cancel or terminate the planned rights offering at any time with the consent of RJB Partners LLC. This press release does not constitute an offer to sell or the solicitation of an offer to buy any subscription rights or any other securities to be issued in the proposed rights offering or any related transactions, nor shall there be any offer, solicitation or sale of subscription rights or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Copies of the prospectus and prospectus supplement, when they become available, will be mailed to all eligible stockholders as of the rights offering record date and may also be obtained free of charge at the website maintained by the SEC at www.sec.gov or by contacting the information agent for the rights offering, Georgeson LLC, at 800-903-2897.
About Blue Apron
Blue Apron’s vision is “better living through better food.” Launched in 2012, Blue Apron offers fresh, chef-designed recipes that empower home cooks to embrace their culinary curiosity and challenge their abilities to see what a difference cooking quality food can make in their lives. Through its mission to spark discovery, connection and joy through cooking, Blue Apron continuously focuses on bringing incredible recipes to its customers, while minimizing its carbon footprint, reducing food waste, and promoting diversity and inclusion.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, those regarding the company’s plans to launch a rights offering, the transactions contemplated by the purchase agreement, the anticipated final terms, timing and completion of the proposed rights offering, the use of proceeds from the proposed rights offering and related private placement financings, and the company’s plans, strategies, and prospects for its business. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “hope,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from current expectations and beliefs, including, but not limited to: risks and uncertainties related to: whether the proposed transactions will be completed in a timely manner, or at all; the risk that all of the closing conditions under the purchase agreement are not satisfied; the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement; the final terms of the proposed rights offering, proposed Backstop Private Placement and proposed Concurrent Private Placement; market and other conditions; the satisfaction of customary closing conditions related to the proposed rights offering; risks related to the diverting of management’s attention from Blue Apron’s ongoing business operations; the impact of general economic, industry or political conditions in the United States or internationally including the ongoing COVID-19 pandemic and other important risk factors set forth under the caption “Risk Factors” in the Form S-3 filed with the SEC, in Blue Apron’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 and in any other subsequent filings made with the SEC by Blue Apron. There can be no assurance that Blue Apron will be able to complete the proposed rights offering, proposed Backstop Private Placement and proposed Concurrent Private Placement on the anticipated terms, or at all. Any forward-looking statements contained in this press release speak only as of the date hereof, and Blue Apron specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Media Contact
Muriel Lussier
Blue Apron
muriel.lussier@blueapron.com
Investor Contact
investor.relations@blueapron.com