bark-20240108

Delaware

001-39691

85-1872418

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

120 Broadway, Floor 12

New York, NY

10271

(Zip Code)

(Address of Principal Executive Offices)


☐			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))

Title of each class

Trading

Symbol(s)

Name of each exchange on

which registered

Common Stock, par value $0.0001

BARK

New York Stock Exchange

Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

BARK WS

New York Stock Exchange

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).

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. ☐

On August 23, 2023, plaintiff Geoffrey Vernon (the “Plaintiff”) filed a putative class action complaint (the “Complaint”) in the Court of Chancery of the State of Delaware (the “Court”) against BARK, Inc. (“BARK” or the “Company”) and certain current and former members of BARK’s board of directors (the “Board”, together with the Company, the “Defendants”) under the caption Vernon v. BARK, Inc. et al., C.A. No. 2023-0866-PAF (the “Action”). The Complaint alleged, among other things, that Article Thirteenth of the Company’s Third Amended and Restated Certificate of Incorporation (the “Waiver Provision” and the “Charter,” respectively), which provides for the waiver and renunciation of corporate opportunities related to the Company, violates Sections 102(b)(7) and 122(17) of Delaware’s General Corporation Law (“DGCL”) as impermissibly broad and impermissibly waiving fiduciary duties of the members of the Board.

Defendants denied any and all wrongdoing alleged in the Complaint, but, because the Complaint had called into question the validity of the Waiver Provision, the Board determined that it was advisable and in the best interests of the Company and its stockholders to amend the Charter to delete the provisions of Article Thirteenth, in their entirety (the “Amendment”). The Board thus approved and adopted the Amendment and will direct the Amendment to be submitted to the stockholders of the Company for adoption and approval at the Company’s next annual meeting of stockholders with the Board’s recommendation that the Amendment be approved and adopted by the stockholders of the Company. The Board also took additional actions in relation to the Waiver Provision.

On December 12, 2023, after Plaintiff was advised of the Board’s actions, Plaintiff filed a notice of voluntary dismissal of the Action as moot, which the Court approved by order dated December 13, 2023. Believing that the swift resolution of this Action was in the best interest of and benefit to the Company, and without admitting the allegations Plaintiff made in the Complaint, BARK has agreed to pay $95,000 (the “Mootness Fee,” inclusive of a $500 service award to Plaintiff) to Plaintiff’s counsel to resolve the anticipated application by Plaintiff’s counsel for an award of attorneys’ fees and reimbursement of expenses. In connection with the January 8, 2024 stipulated order closing the case, the Court ordered that the Company provide this notice. The Court has not and will not pass judgment on the amount of the Mootness Fee.


BARK, Inc.


By:			/s/ Allison Koehler
			Name: Allison Koehler
			Title: General Counsel and Secretary