Item 1.01. Entry into a Material Definitive Agreement.
On August 13, 2020, CarParts.com, Inc., a Delaware corporation (the “Company”), and Mehran Nia, as selling shareholder, entered into an underwriting agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC,
as representative of the several underwriters listed therein (the “Underwriters”), relating to the public offering of an aggregate of 6,000,000 shares of common stock, par value $0.001 per share (the “Shares”), at the public offering price of $13.00
per Share (the “Offering Price”).
Pursuant to the Underwriting Agreement, 4,000,000 Shares will be issued and sold by the Company and 2,000,000 Shares will be sold by the selling shareholder. In addition, the Company has granted the
Underwriters a 30-day option to purchase up to an additional 900,000 Shares from the Company less any underwriting discounts and commissions (the “Option”).
The estimated net proceeds to the Company from the sale of the Shares to be issued and sold by the Company are expected to be approximately $49.6 million, or approximately $60.78 million if the
Underwriters exercise the Option in full. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes. The Company will not receive any of the proceeds from the sale of Shares by the selling
shareholder. The offering is expected to close on or about August 18, 2020, subject to customary closing conditions.
The Shares being offered were registered by the Company under shelf registration statement on Form S-3 (File No. 333-240467) filed with the SEC on August 5, 2020 and are being offered pursuant to a
preliminary prospectus supplement, dated August 11, 2020, and a final prospectus supplement, dated August 13, 2020, describing the terms of the offering.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the selling stockholder, customary conditions to closing, indemnification obligations of the Company, the
selling stockholder and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this
report and is incorporated herein by reference, and the description of the Underwriting Agreement herein is qualified in its entirety by reference to such exhibit. A copy of the opinion of Dorsey & Whitney LLP relating to the legality of the
issuance and sale of the shares of common stock is attached as Exhibit 5.1 to this report.