Current Report Filing (8-k)
August 07 2020 - 6:04AM
Edgar (US Regulatory)
0001701114
false
0001701114
2020-08-05
2020-08-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): August
5, 2020
Blue Apron Holdings, Inc.
(Exact Name of Registrant as Specified
in its Charter)
Delaware
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001-38134
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81-4777373
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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28 Liberty Street
New York, New York
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10005
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(Address of Principal Executive Offices)
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(Zip Code)
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(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
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Trading Symbol
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Name of Exchange on Which Registered
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Class A Common Stock, $0.0001 par value per share
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APRN
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New York Stock Exchange LLC
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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.
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Item 1.01
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Entry into a Material Definitive Agreement.
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On August 5, 2020, Blue Apron
Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Morgan Stanley & Co. LLC as representative of the underwriters (the “Underwriters”), relating to an
underwritten public offering (the “Offering”) of 4,000,000 shares (the “Shares”) of the
Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), being offered by
the Company. The price to the public in the Offering is $9.25 per share, and the Underwriters have agreed to purchase the
Shares from the Company pursuant to the Underwriting Agreement at a price of $8.53 per share. Under the terms of the
Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days, to purchase up to an
additional 600,000 shares of Class A Common Stock (the “Additional Shares”) from the Company at the same price
per share as the Shares.
The Company estimates that the net proceeds
from the Offering will be approximately $32.8 million, or approximately $38.0 million if the Underwriters exercise in full their
option to purchase the Additional Shares, in each case after deducting underwriting discounts and commissions and estimated offering
expenses.
The Shares, and any Additional Shares, will
be sold pursuant to a prospectus supplement dated August 5, 2020 and an accompanying base prospectus that form a part of the registration
statement on Form S-3 filed with the U.S. Securities and Exchange Commission, which became effective on July 23, 2020 (File No.
333-237889). The closing of the Offering is expected to take place on or about August 10, 2020, subject to the satisfaction of
customary closing conditions.
The Underwriting Agreement contains customary
representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations
of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations
of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement
were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement,
and may be subject to limitations agreed upon by the contracting parties. A copy of the Underwriting Agreement is attached as Exhibit
1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement
does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion and consent
of Wilmer Cutler Pickering Hale and Dorr LLP relating to the Shares and the Additional Shares is attached as Exhibit 5.1 hereto.
On August 5, 2020, the Company issued a
press release announcing the proposed Offering and a press release announcing the pricing of the Offering. Copies of the press
releases are attached as Exhibit 99.1 and Exhibit 99.2 hereto and are incorporated herein by reference.
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Item 9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
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.
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BLUE APRON HOLDINGS, INC.
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Date: August 6, 2020
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By:
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/s/ Timothy S. Bensley
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Timothy S. Bensley
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Chief Financial Officer and Treasurer
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