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): May 17, 2019
Blue Apron Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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001-38134 |
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81-4777373 |
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(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
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40 West 23rd Street |
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10010 |
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(Address of Principal Executive Offices) |
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(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which |
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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 |
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. o
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 17, 2019, Blue Apron Holdings, Inc. (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that the average per share trading price of its Class A common stock was below the NYSE’s continued listing standard relating to minimum average share price. Rule 802.01C of the NYSE’s Listed Company Manual requires that a company’s common stock trade at a minimum average closing price of $1.00 over a consecutive 30 trading-day period.
The Company has six months from receipt of the notice to regain compliance with the NYSE’s price condition. In accordance with the NYSE’s rules, the Company provided the NYSE with written notice of its receipt of the notice and of its intention to cure the share price non-compliance within the six-month cure period. Subject to the NYSE’s rules, during the cure period, the Company’s Class A common stock will continue to be listed and trade on the NYSE as usual. The Company is currently in compliance with all other NYSE continued listing standards.
The Company can regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the cure period the Company has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month or on the last day of the cure period.
A copy of the press release announcing the notice of non-compliance with the NYSE trading share price continued listing standard, as well as the Company’s proposal to authorize a reverse stock split, is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Description |
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99.1 |
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Press Release of Blue Apron Holdings, Inc., dated May 20, 2019. |
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: May 20, 2019 |
By: |
/s/ Christina Halliday |
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Christina Halliday |
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General Counsel and Secretary |
Blue Apron Announces Reverse Stock Split Proposal
New York, NY — May 20, 2019 — Blue Apron Holdings, Inc. (NYSE: APRN) today announced that the Company is actively pursuing plans to effect a reverse stock split.
On April 17, 2019, the Company’s Board of Directors unanimously approved and recommended for stockholder approval a proposal to authorize the Company to implement a reverse stock split of the Company’s Class A common stock and Class B common stock based on a split ratio between 1-for-5 to 1-for-15, with the implementation and exact split ratio to be determined by its Board of Directors. This proposal, which is further described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (SEC) on April 29, 2019, is subject to stockholder approval at the Company’s upcoming Annual Meeting of Stockholders on June 13, 2019.
The primary purpose for the proposed reverse stock split is to increase the market price of the Company’s Class A common stock. The Company believes that the increased market price that is expected as a result of implementing the reverse stock split will improve the marketability and liquidity of the Company’s Class A common stock and may encourage interest and trading in the stock. The Company also anticipates that, if approved by the Company’s stockholders at the Annual Meeting and thereafter promptly implemented by the Company, the effects of the reverse stock split will be sufficient for the Company to regain compliance with the continued listing standards of the New York Stock Exchange (NYSE), as further described below, by as early as July 1, 2019.
The Company received written notice from the NYSE on May 17, 2019 that the price of the Company’s Class A common stock has fallen below the NYSE’s continued listing standard. The NYSE requires that the average closing price of a listed company’s common stock not be less than $1.00 per share over a period of 30 consecutive trading days. The Company has notified the NYSE of its intent to cure this non-compliance through implementation of the proposed reverse stock split.
Under the NYSE rules, the Company can regain compliance with the NYSE’s continued listing standards if, as of the last trading day of any calendar month during a six-month period following the Company’s receipt of the NYSE notice, the Company’s Class A common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the prior 30 trading-day period.
The NYSE’s notification does not affect the Company’s business operations or the current listing of the Company’s Class A common stock, which will continue to trade on the NYSE during the six-month cure period subject to the Company’s compliance with the other NYSE continued listing standards, and does not conflict with, or cause an event of default under, any of the Company’s material debt or other agreements.
Forward-Looking Statements
This press release includes statements concerning Blue Apron Holdings, Inc. and its future expectations, plans and prospects that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these terms or other similar expressions. The company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations.
These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions including, without limitation, the company’s ability to attain the necessary stock price levels to regain compliance with the NYSE continued listing standards or, if achieved, to continue to satisfy the NYSE’s qualitative and quantitative continued listing standards in the future, including due to the company’s financial condition or results of operations, market conditions or the market perception of the company’s business, financial condition or results of operations; unanticipated adjournments or postponements of the Annual Meeting; the failure of stockholders to approve the proposed reverse stock split; a determination by the company’s Board of Directors not to promptly implement or to abandon the proposed reverse stock split in its discretion; and other risks more fully described in the company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 29, 2019, the company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the SEC on April 30, 2019, and in other filings that the company may make with the SEC in the future. The company assumes no obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise.
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About Blue Apron
Blue Apron’s mission is to make incredible home cooking accessible to everyone. Launched in 2012, Blue Apron is reimagining the way that food is produced, distributed, and consumed, and as a result, building a better food system that benefits consumers, food producers, and the planet. The company has developed an integrated ecosystem that enables the company to work in a direct, coordinated manner with farmers and artisans to deliver high-quality products to customers nationwide at compelling values.
Contact:
Media & Investors
Louise.Ward@blueapron.com