Lulu's Fashion Lounge Holdings, Inc.
For the period ended Jun 28, 2026. Filed Aug 12, 2026.
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Jun 28, 2026 · Filed Aug 12, 2026
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Item 5. Other Information
On August 11, 2026, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with ARC Group International Ltd. (the “Investor”), pursuant to which the Company has the right 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 during a commitment period that will terminate on the earlier of the 36-month anniversary of the Purchase Agreement or the date the Investor has purchased shares equal to the full commitment amount. The purchase price per share will be based on a discount to the volume-weighted average price (“VWAP”) of the Company’s common stock over specified pricing periods (96% of the lowest VWAP where no other advance is then pending and 90% of the VWAP when there is a prior advance pending), and sales under the Purchase Agreement are subject to certain limitations as described in the Purchase Agreement. The Company retains full discretion over the timing and amount of any sales under the Purchase Agreement and there is no requirement that the Company sell any shares thereunder. Actual sales of shares of common stock to the Investor from time to time will depend on a variety of factors, including, without limitation, market conditions, the trading price of the common stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. In connection with entering into the Purchase Agreement, the Company will issue to the Investor shares of common stock valued at $200,000 (determined by dividing $200,000 by the average VWAP of the Company’s common
stock for the 10 trading days immediately preceding the date of the Purchase Agreement) as a commitment fee. The Company intends to use any net proceeds from sales under the Purchase Agreement for working capital and other general corporate purposes. The shares of the Company’s common stock to be issued pursuant to the Purchase Agreement will be sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated thereunder. The Purchase Agreement also provides the Company 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 the Company to the Investor under any such subsequent purchase agreement.
In addition, the Purchase Agreement provides that in no event shall the number of shares of Company common stock issuable to the Investor pursuant to an advance cause the Investor to beneficially own more than 4.99% of the then issued and outstanding shares of the Company's common stock (“Ownership Limitation”), and the Company may not issue shares of common stock under the Purchase Agreement in excess of 19.99% of the outstanding shares of common stock as of the date of the Purchase Agreement (the “Exchange Cap”), unless the Company obtains the requisite stockholder approval required under the rules of the Nasdaq Capital Market. The Company is also required to file a post-effective amendment to its registration statement on Form S-3 (File No. 333-297232) or a new registration statement covering the resale of shares issuable under the Purchase Agreement within 45 calendar days of the date the Purchase Agreement was entered into, subject to the Company’s ability to delay such filing in certain circumstances, and use its best efforts to have such post-effective amendment or new registration statement declared effective as soon as possible following the filing thereof.
Securities Trading Plans of Directors and Executive Officers
During the thirteen weeks ended June 28, 2026, none of the Company’sdirectors orofficers adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as such terms are defined under Item 408 of Regulation S-K.
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