Current Report Filing (8-k)
October 15 2021 - 7:19AM
Edgar (US Regulatory)
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2021-10-12
2021-10-12
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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): October 12, 2021
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):
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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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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.
Item 8.01. Other Events
In connection with incorporating by reference certain risk factors
contained in the prospectus dated October 12, 2021 (the “Prospectus”) of Blue Apron Holdings, Inc. (the “Company”)
relating to the Company’s rights offering, as further described in the Prospectus, into the Company’s Registration Statements
on Form S-3, attached to this Current Report on Form 8-K are certain risk factors relating to the rights offering which supplement the
risk factor disclosure contained in the Company’s periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”)
pursuant to the Securities Exchange Act of 1934, as amended, including certain of the risk factors under the heading “Item 1A. Risk
Factors” in its Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 23, 2021, its Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 6, 2021 and its Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 3, 2021.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
Exhibit
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Description
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99.1
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Risk Factors
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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: October 15, 2021
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By:
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/s/ Meredith L. Deutsch
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Meredith L. Deutsch
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General Counsel and Corporate Secretary
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