Lulus Fashion Lounge Holdings Inc

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 or by raising additional debt financing at restrictive terms.

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

Current report

incur additional indebtedness, force us to maintain specified liquidity or other ratios or restrict our ability to pay dividends or make acquisitions.

Current report

As of November 12, 2024, we have no further access to funds under our 2021 Revolving Facility in accordance with the terms of the November 2024 Amended Credit Agreement, which, among other things, extends our reporting deadline for our financial statements and covenant compliance certificate for the third quarter 2024 to December 16, 2024. If we have not refinanced the 2021 Revolving Facility or obtained a further waiver or amendment of the November 2024 Amended Credit Agreement prior to December 16, 2024, we expect to be in default of our 2024 Amended Credit Agreement and as a result our lenders would have the right in such circumstances to terminate any commitments to provide further borrowings and to elect to declare all outstanding borrowings, together with accrued interest and other fees, to be immediately due and payable. For further information on the 2021 Revolving Facility, the 2024 Amended Credit Agreement, and the November 2024 Amended Credit Agreement, see Note 5,Debtand Note 13,* Subsequent Events*. If we need additional capital and 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.

Previous report

We cannot guarantee that our 2024 Repurchase Program will enhance long-term stockholder value. Stock repurchases could also increase the volatility of the trading price of our stock and could diminish our cash reserves.

Previous report

Although our board of directors has authorized the 2024 Repurchase Program, the program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares of common stock. The actual timing, number, and value of shares repurchased in the future will be determined by the Company in its discretion and will depend on a number of factors, including stock price, trading volume, market conditions, applicable legal requirements, our capital needs, and whether there is a better alternative use of capital. The 2024 Repurchase Program has no expiration date but it may be modified, suspended or terminated at any time, and we cannot guarantee that we will purchase shares up to the full dollar amount authorized by the 2024 Repurchase Program or that it will enhance long-term stockholder value. The failure to repurchase common stock after we have announced our intention to do so may negatively impact our reputation and investor confidence in us and may negatively affect our stock price. Furthermore, our execution of the share repurchase program could affect the trading price of our common stock and increase volatility, and any announcement of a termination of the 2024 Repurchase Program may result in a decrease in the trading price of our common stock. In addition, the 2024 Repurchase Program could diminish our cash reserves.