Childrens Place Inc

S-11 tm2426182d1_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on October 15, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE CHILDREN’S PLACE, INC.

(Exact Name of Registrant as Specified in Its Charter)

500 Plaza Drive

Secaucus, New Jersey 07094

(201) 558-2400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Jared E. Shure

Chief Administrative Officer, General Counsel and Corporate Secretary

**The Children's Place, Inc.

500 Plaza Drive

Secaucus, New Jersey 07094

(201) 558-2400

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

212-504-6000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “accelerated filer,” “large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.¨

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be distributed until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION

Preliminary Prospectus Dated OCTOBER 15, 2024

THE CHILDREN’S PLACE, INC.

**Non-Transferable Subscription Rights to Purchase Up to $90,000,000 in

Shares of Common Stock, representing [·] Shares of Common Stock in the Aggregate**

The Children’s Place, Inc. (“The Children’s Place”, the “Company”, “we”, “us” or “our”) is distributing at no charge to the holders of our common stock, par value $0.10 per share (the “Common Stock”), on apro ratabasis, non-transferable subscription rights to purchase up to an aggregate of [·] shares of our Common Stock at a subscription price of $[·] per whole share, payable by each rights holder (i) in cash, (ii) by delivery in lieu of cash of an equivalent amount of any indebtedness (principal and/or accrued and unpaid interest) owed by the Company to such rights holder, or (iii) by delivery of a combination of cash and such indebtedness. We refer to this offering as the “Rights Offering”. We are offering to each of our stockholders one non-transferable subscription right for each full share of Common Stock owned by that stockholder as of the close of business on [·], 2024, the record date (the “Record Date”). Each subscription right will entitle its holder to purchase [·] shares of our Common Stock. Additionally, rights holders who fully exercise their basic subscription rights will be entitled to subscribe for additional shares of our Common Stock that remain unsubscribed as a result of any unexercised basic subscription rights (the “over-subscription privilege”). The over-subscription privilege allows a rights holder to subscribe for additional shares of our Common Stock at the subscription price. We refer to the basic subscription rights and over-subscription privilege as “rights” or “subscription rights”.

The total subscription price of shares of Common Stock offered in this Rights Offering will be $90.0 million, assuming all rights are exercised. To the extent you properly exercise your over-subscription privilege for an amount of shares of Common Stock that exceeds the number of the unsubscribed shares of Common Stock available to you, the subscription agent for this Rights Offering, Equiniti Trust Company, LLC (the “Subscription Agent”), will return to you any excess subscription payments, in the manner and form in which such payments were made, without interest or penalty, as soon as practicable following the Expiration Date and Time (as defined below). We are not requiring a minimum individual or overall subscription to complete the Rights Offering. The Subscription Agent will hold in a segregated account (or, with respect to any evidence of indebtedness, in escrow) the funds and the original evidence of any indebtedness owed by us to the holders of such indebtedness received from subscribing stockholders until we complete or terminate the Rights Offering. Subscription rights may only be exercised in aggregate for whole numbers of our Common Stock; fractional shares of Common Stock or cash in lieu of fractional shares of Common Stock will not be issued in the Rights Offering. Any fractional shares of Common Stock resulting from the exercise of the basic subscription rights will be eliminated by rounding down to the nearest whole share of Common Stock.

The subscription rights may be exercised at any time during the Rights Offering subscription period (the “Subscription Period”), which will commence on [·], 2024, and will expire at 5:00 p.m., New York City time, on**[·]**, 2024 (the “Expiration Date and Time”). We may, in our sole discretion, extend the Subscription Period. We will extend the duration of the Rights Offering as required by applicable law, and we may choose to extend it if we decide that changes in the market price of our Common Stock warrant an extension or if we decide to give you more time to exercise your subscription rights in this Rights Offering. Once you have exercised your subscription right, your exercise may not be revoked. The rights are non-transferable. The subscription rights that are not exercised by the Expiration Date and Time will expire and will have no value. You should carefully consider whether or not to exercise your subscription rights before the Expiration Date and Time.

See “The Rights Offering” for additional information.

The Rights Offering is being made in connection with the Letter Agreement between the Company and Mithaq Capital SPC (“Mithaq”) entered into on February 29, 2024 (the “Letter Agreement”).

Our largest stockholder, Mithaq, has indicated that it currently intends, but undertakes no obligation, to exercise all of the subscription rights distributed to it by the Company in the Rights Offering, as well as the over-subscription privilege, and that it reserves the right to pay some or all of the subscription price payable upon the exercise of any such subscription rights with indebtedness owed by the Company to Mithaq (including any indebtedness then-outstanding pursuant to Mithaq Term Loans (as defined below)). Our directors and executive officers who own shares of Common Stock are permitted, but not required, to participate in the Rights Offering on the same terms and conditions applicable to all holders of subscription rights. See “The Rights Offering – Participation of Our Directors, Executive Officers and Significant Stockholders” and “Risk Factors – Risks Related to Our Stock and Stock Price – We have a controlling stockholder who, following the Rights Offering, may continue owning a majority of our outstanding shares of common stock, and as a result controls all matters requiring shareholder approval.”

Our Common Stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “PLCE”. On [·], 2024, the last reported sales price of our Common Stock was $[·] per share.

The subscription rights are non-transferrable, except that they will be transferable by operation of law. The subscription rights will not be listed for trading on Nasdaq or any other stock exchange or market.

(1) Assumes that the Rights Offering is fully subscribed.

Exercising the****subscription rightsand investing in our Common Stock involves significant risks. We urge you to read carefully the entirety of this prospectus, including the section titled “Risk Factors” beginning on page 10 of this prospectus, the section titled “Risk Factors” of the Company’s Annual Report on Form 10-K filed on May 6, 2024 (the “Form 10-K”) and in our Quarterly Reports on Form 10-Qfor the fiscal quarters ended May 4, 2024 and August 3, 2024, and all other information included or incorporated by reference in this prospectus before you decide whether to exercise your rights.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Equiniti Trust Company, LLC will serve as the Subscription Agent and transfer agent (the “Transfer Agent”) for the Rights Offering, and D.F. King & Co., Inc. will serve as the information agent (the “Information Agent”) for the Rights Offering.

Neither we nor our board of directors (the “Board of Directors”) make any recommendation to holders regarding whether they should exercise their subscription rights. As a result of the terms of this Rights Offering, stockholders who do not fully exercise their subscription rights will own, upon completion of this Rights Offering, a smaller proportional interest in our Common Stock than otherwise would be the case had they fully exercised their rights, including as compared to any stockholders that do exercise their rights. See “Risk Factors” beginning on page 10 of this registration statement for more information.

If you have any questions or need further information about this Rights Offering, please call D.F. King & Co., Inc., our Information Agent for this Rights Offering, at (888) 567-1626. It is anticipated that delivery of the Common Stock purchased in this Rights Offering will be made on or about [·], 2024.

The date of this prospectus is [·], 2024.

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