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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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1 800 FLOWERS COM INC (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
68243Q106 (CUSIP Number) |
11/04/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 68243Q106 |
| 1 | Names of Reporting Persons
Newtyn Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,959,375.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. | 68243Q106 |
| 1 | Names of Reporting Persons
Newtyn TE Partners, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,843,691.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
1 800 FLOWERS COM INC |
| (b) | Address of issuer's principal executive offices:
Two Jericho Plaza, Suite 200, Jericho, New York 11753 |
| Item 2. | |
| (a) | Name of person filing:
This report on Schedule 13G is being filed by (i) Newtyn Management, LLC, a New York limited liability company ("Newtyn Management"), and (ii) Newtyn TE Partners, LP, a Delaware limited partnership ("NTE", and collectively with Newtyn Management, the "Reporting Persons"). Newtyn Management is the investment manager to NTE and Newtyn Partners, LP, a Delaware limited partnership ("NP").
As of November 4, 2025, NTE held 1,843,691 shares of Class A Common Stock (the "Common Stock") of 1 800 FLOWERS COM INC (the "Issuer") and NP held 1,115,684 shares of Common Stock of the Issuer. The Reporting Person, as the investment manager to NTE and NP, may be deemed to beneficially own these securities. Accordingly, as of November 4, 2025, the Reporting Person may be deemed to beneficially own the 2,959,375 shares of Common Stock of the Issuer held in the aggregate by NTE and NP. Beneficial ownership percentages are based upon approximately 36,598,694 shares of Common Stock issued and outstanding as of October 24, 2025, based on information reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2025. |
| (b) | Address or principal business office or, if none, residence:
The address for the Reporting Persons is 60 East 42nd Street, 9th Floor, New York, NY 10165. |
| (c) | Citizenship:
Newtyn Management is organized under the laws of the State of New York. NTE is organized under the laws of the State of Delaware. |
| (d) | Title of class of securities:
Class A Common Stock |
| (e) | CUSIP No.:
68243Q106 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Newtyn Management - 2,959,375
NTE - 1,843,691 |
| (b) | Percent of class:
Newtyn Management - 8.1%
NTE - 5.0% |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Newtyn Management - 2,959,375.00
NTE - 1,843,691.00 | |
| (ii) Shared power to vote or to direct the vote:
Newtyn Management - 0.00
NTE - 0.00 | |
| (iii) Sole power to dispose or to direct the disposition of:
Newtyn Management - 2,959,375.00
NTE - 1,843,691.00 | |
| (iv) Shared power to dispose or to direct the disposition of:
Newtyn Management - 0.00
NTE - 0.00 | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1: JOINT FILING AGREEMENT |