Lulu's Fashion Lounge Holdings, Inc.

Current report

We are required to meet the Nasdaq Capital Market’s continued listing requirements and other Nasdaq rules, or we may risk delisting. Delisting could negatively affect the price of our common stock, which could make it more difficult for us to sell securities in a future financing or for stockholders to sell our common stock.

Current report

We previously failed to meet the continued listing requirements of the Nasdaq Global Market under Nasdaq rules in 2025, but we subsequently moved to the Nasdaq Capital Market and regained compliance. Most recently, we received a deficiency letter from Nasdaq on May 21, 2026 identifying that we were not in compliance with the minimum $2.5 million of stockholders' equity requirement for continued listing on the Nasdaq Capital Market. On July 6, 2026, we submitted a Compliance Plan to Nasdaq to address such deficiency. Subsequently, on August 5, 2026, we received notice from Nasdaq confirming we had regained compliance with the Nasdaq continued listing requirements by satisfying the alternative market value of listed securities standard of at least $35 million set forth in Nasdaq Listing Rule 5550(b)(2) for ten consecutive business days.

Current report

While we are currently in compliance with the continued listing requirements of the Nasdaq Capital Market, there can be no guarantee that we will be able to maintain compliance with these requirements in the future. If we are unable to maintain compliance with the continued listing requirements of the Nasdaq Capital Market in the future, our common stock could be delisted.

Current report

If our common stock is delisted from Nasdaq, we and our stockholders could face significant material adverse consequences including:

Current report

●a limited availability of market quotations for our shares;

Current report

●reduced liquidity for our shares;

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●a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our shares;

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●a limited amount of news and analyst coverage; and

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●a decreased ability to issue additional securities or obtain additional financing in the future.

Current report

We may require additional capital to support business growth and this capital might not be available or may be available only by diluting existing stockholders.

Current report

We may need to raise additional funds, and we may not be able to obtain additional debt or equity financing on favorable terms or at all. If we raise additional equity financing, stockholders may experience significant dilution of their ownership interests. If we raise additional debt financing, we may be required to accept terms that restrict our ability to incur additional indebtedness, force us to maintain specified liquidity or other ratios or restrict our ability to pay dividends or make acquisitions.

Current report

On August 11, 2026, we entered into the Purchase Agreement with the Investor pursuant to which we have the right but not the obligation to sell to the Investor up to $4.5 million of shares of the Company’s common stock subject to the terms and conditions set forth in the Purchase Agreement. The purchase price per share of our common stock that we elect to sell to the Investor, if any, will fluctuate based on the market prices of our common stock. Depending on market liquidity at the time, resales of our common stock by the Investor may cause the trading price of our common stock to decrease,

Current report

and any such decrease could be substantial. If and when we elect to sell our common stock to the Investor, sales of newly issued common stock by us to the Investor will result in dilution to the interests of existing holders of our common stock, which dilution may be substantial. Additionally, the sale of a substantial number of shares of our common stock to the Investor, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales. While it is our intention to use any net proceeds from sales under the Purchase Agreement for working capital and other general corporate purposes, their ultimate use may vary substantially from their currently intended use. The failure by us to apply these funds effectively could result in financial losses that could have a material adverse effect on our business and cause the price of our common stock to decline. Additionally, we have agreed to issue to the Investor shares of common stock valued at $200,000 as a commitment fee irrespective of how many shares of common stock, if any, we elect to sell to the Investor pursuant to the terms of the Purchase Agreement. The Purchase Agreement provides us with the option, following the termination of the Purchase Agreement upon either the conclusion of the commitment period or the Investor’s purchase of shares equal to the full commitment amount, to enter into a subsequent purchase agreement with the Investor for up to an additional $5.5 million on substantially the same terms as the Purchase Agreement, provided that no commitment fee would be payable by us to the Investor under any such subsequent purchase agreement. If we need additional capital beyond that which can be provided under the terms of the Purchase Agreement and any subsequent purchase agreement in the future and we cannot raise it on acceptable terms, or at all, our ability to continue to support our business growth and to respond to business challenges could be significantly limited and our business and prospects could fail or be adversely affected.