Grove Collaborative Holdings, Inc.
For the period ended Jun 30, 2025. Filed Aug 7, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 7, 2025
GROV$1.09+3.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-14.
0001628280-25-025541
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0001628280-25-038957
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 111 previous paragraphs and 119 current paragraphs.
79 unchanged; 32 reworded; 6 added; 0 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
Legislative and Regulatory Developments
Current report
On July 4, 2025, the tax law referred to as One, Big, Beautiful, Bill Act (“OBBB”) was signed into law, which includes comprehensive U.S. corporate tax legislation. The legislation includes the modification and extension of prior tax law under the Tax Cuts and Jobs Act (“TCJA”) and the introduction of new provisions. Examples include the extension of so-called permanently restoring bonus depreciation allowances, permanent changes in the limitations for deducting business interest expense and permanent expensing of domestic research and development costs. The impact on current and deferred taxes for tax law changes is reported in continuing operations in the interim period which includes the enactment date. We have done a preliminary analysis of the changes impacting our business and has determined that the aggregate impact, assuming various state tax legislation conforms to the OBBB, would not have a material impact. We will continue to assess the tax accounting impacts as more information is made available and will record the tax impact, if any, in the third quarter of 2025.
Current report
Cost of goods sold decreased by $4.4 million, or 18%, for the three months ended June 30, 2025, respectively, as compared to the three months ended June 30, 2024, primarily due to a decrease in DTC Total Orders and lower cost of goods per order.
Current report
Gross margin in the three months ended June 30, 2025 increased by 155 basis points, compared to the three months ended June 30, 2024, primarily due to improved promotional strategies resulting in reduced discounts offered to customers and increases in third-party vendor funding, offset by the elimination of certain per order fees charged to our customers.
Current report
Product development expenses decreased by $5.1 million, or 56%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to a $2.2 million decrease in amortization expenses related to certain internally developed software which was fully amortized at the end of fiscal year 2024, a $1.9 million decrease in salaries and stock based compensation from reductions in headcount and a $1.1 million decrease in severance-related expenses.
Current report
On May 15, 2025, we received notice from the New York Stock Exchange (the “NYSE”) that we are not in compliance with the requirement of Section 802.01B of the New York Stock Exchange Listed Company Manual (the “NYSE Manual”) that we have an average market capitalization of not less than $50.0 million over a consecutive 30 trading-day period and stockholders’ equity of not less than $50.0 million (the “Minimum Market Capitalization Standard” and such notice, the “NYSE Notice”). Pursuant to the NYSE Notice, we are subject to the procedures set forth in Sections 801 and 802 of the NYSE Manual and submitted a business plan on June 27, 2025 that demonstrated how we expect to return to compliance with this continued listing standard within 18 months of receipt of the NYSE Notice (the “Cure Period”). The NYSE informed us that it had accepted the plan on August 5, 2025. As a result, the NYSE will review us on a quarterly basis during the Cure Period to confirm compliance with the plan. If we fail to comply with the plan or do not meet the Minimum Market Capitalization Standard by the end of the Cure Period, we will be subject to NYSE’s prompt initiation of suspension and delisting procedures.
Reworded paragraphs (32)
Previous wording
The following discussion and analysis of the financial condition and results of operations of Grove Collaborative Holdings, Inc. (“Grove,” “we,” “us,” and “our”) should be read with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024. This discussion and analysis contains forward-looking statements based upon current expectations that involve risks and uncertainties. Grove’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section entitled “Risk Factors” herein or in our Annual Report on Form 10-K for the year ended December 31, 2024 or in other parts of this Quarterly Report on Form 10-Q. Grove’s historical results are not necessarily indicative of the results that may be expected for any period in the future. Except as otherwise noted, all references to 2024 refer to the year ended December 31, 2024.
Current wording
The following discussion and analysis of the financial condition and results of operations of Grove Collaborative Holdings, Inc. (“Grove,” “we,” “us,” and “our”) should be read with the condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024. This discussion and analysis contains forward-looking statements based upon current expectations that involve risks and uncertainties as described in the Cautionary Note Regarding Forward Looking Statements above. Grove’s actual results may differ materially from those anticipated in the forward-looking statements as a result of various factors, including those set forth under the section entitled “Risk Factors” herein or in our Annual Report on Form 10-K for the year ended December 31, 2024 or in other parts of this Quarterly Report on Form 10-Q. Grove’s historical results are not necessarily indicative of the results that may be expected for any period in the future. Except as otherwise noted, all references to 2024 refer to the year ended December 31, 2024.
Previous wording
We operate an online direct-to-consumer website and mobile application (“DTC platform”) where we both sell our Grove-owned brands (“Grove Brands”) and other leading natural and mission-based CPG brands, providing consumers with a selection of curated products across many categories and brands. We refer to this part of our business as “DTC.” In the fourth quarter of 2024, we made the decision to exit the business of selling Grove Co. products in brick and mortar retail channels. We expect our exit from brick and mortar retail to improve our profitability while having an insignificant impact on our revenue, and to be completed in 2025.
Current wording
We operate an online direct-to-consumer website and mobile application (“DTC platform”) where we both sell our Grove-owned brands (“Grove Brands”) and other leading natural and mission-based CPG brands, providing consumers with a selection of curated products across many categories and brands. We refer to this part of our business as “DTC.” In the fourth quarter of 2024, we made the decision to exit the business of selling Grove Co. products in brick and mortar retail channels. We expect our exit from brick and mortar retail to improve our profitability while having an insignificant impact on our revenue, and to be completed in the second half of 2025.
Previous wording
Grove is a public benefit corporation and a Certified B Corporation, meaning we adhere to third party standards for prioritizing social, environmental, and community well-being. We believe that improved innovation grows both revenue and, over the long term, can expand margins as our innovation has historically tended to be both market expanding and margin accretive. Since inception, we have invested heavily in building out both our e-commerce platform and Grove Brands, and over this period we have operated at a loss. We have an accumulated deficit of $652.1 million as of March 31, 2025.
Current wording
Grove is a public benefit corporation and a Certified B Corporation, meaning we adhere to third party standards for prioritizing social, environmental, and community well-being. We believe that improved innovation grows both revenue and, over the long term, can expand margins as our innovation has historically tended to be both market expanding and margin accretive. Since inception, we have invested heavily in building out both our e-commerce platform and Grove Brands, and over this period we have operated at a loss. We have an accumulated deficit of $655.7 million as of June 30, 2025.
Previous wording
Our ability to attract new customers is a key factor for our future growth. To date we have successfully acquired new customers through online and offline marketing channels. In recent years, changes in the algorithms used for targeting and purchasing online advertising, changes to privacy and online tracking, changes to our purchase flow and subscription processes, supply and demand dynamics in the market, reductions in our advertising spend, and other factors have caused the cost of marketing on these channels to increase consistently. Failure to effectively adapt to changes in online marketing dynamics or changes to our internet platform, or to otherwise attract customers on a cost-efficient basis would adversely impact our path to revenue growth, our profitability and our operating results. Our ability to balance cost-efficient customer acquisitions while driving consumer awareness may impact the cost of our acquiring new customers, our profitability and our operating results.
Current wording
Our ability to attract new customers is a key factor for our future growth. To date we have successfully acquired new customers through online and offline marketing channels. In recent years, changes in the algorithms used for targeting and purchasing online advertising, changes to privacy and online tracking, changes to our purchase flow and subscription processes, supply and demand dynamics in the market, and other factors have caused the cost of marketing on these channels to increase consistently. Failure to effectively adapt to changes in online marketing dynamics or changes to our internet platform, or to otherwise attract customers on a cost-efficient basis would adversely impact our path to revenue growth, our profitability and our operating results. Our ability to balance cost-efficient customer acquisitions while driving consumer awareness may impact the cost of our acquiring new customers, our profitability and our operating results.
Previous wording
In March 2025, we began migrating our ecommerce platform from our legacy internally-developed solution to third party service providers that offer ecommerce solutions. If our platform is successfully transitioned, we expect this migration to provide us with significant advantages, such as enhanced scalability, access to advanced ecommerce functionalities, and improved security measures. We believe the migration provides a more streamlined user experience for our customers. To date, we have experienced and expect to continue experiencing disruptions to platform operations, including user experience, inventory management, fulfillment operations and payment processing, which has adversely affected our operating results and financial condition.
Current wording
In March 2025, we began migrating our ecommerce platform from our legacy internally-developed solution to third party service providers that offer ecommerce solutions. We have completed the migration and are in the process of resolving issues identified after the migration while simultaneously working towards optimizing the customer experience. We expect this migration to provide us with significant advantages, such as enhanced scalability, access to advanced ecommerce functionalities, and improved security measures. We believe the migration provides a more streamlined user experience for our customers. To date, we have experienced and expect to continue experiencing disruptions to platform operations, including user experience, inventory management, fulfillment operations and payment processing, which has adversely affected our operating results and financial condition.
Previous wording
We determine our number of DTC Total Orders by counting the number of customer orders submitted through our website and mobile application that have been shipped within the period. The metric includes orders that have been refunded and excludes reshipments of customer orders for any reason including damaged and missing products. Refunded orders are included in DTC Total Orders as we believe this provides more meaningful order management performance metrics, including fulfillment cost efficacy and refund rates. Changes in DTC Total Orders in a reporting period capture both the inflow of new customers, changes in order frequency of existing customers and customer attrition. We view the number of Total DTC Orders as a key indicator of trends in our DTC platform, and our future success in this channel will depend in part on our ability to drive growth through new customer acquisition and by increasing the engagement and retention of existing customers. In the three months ended March 31, 2025, reduced DTC Total Orders is largely the result of lower advertising spend across 2024 and prior years and temporary disruptions related to the migration from our internally developed legacy ecommerce platform to third party service providers.
Current wording
We determine our number of DTC Total Orders by counting the number of customer orders submitted through our website and mobile application that have been shipped within the period. The metric includes orders that have been refunded and excludes reshipments of customer orders for any reason including damaged and missing products. Refunded orders are included in DTC Total Orders as we believe this provides more meaningful order management performance metrics, including fulfillment cost efficacy and refund rates. Changes in DTC Total Orders in a reporting period capture both the inflow of new customers, changes in order frequency of existing customers and customer attrition. We view the number of Total DTC Orders as a key indicator of trends in our DTC platform, and our future success in this channel will depend in part on our ability to drive growth through new customer acquisition and by increasing the engagement and retention of existing customers. In the three and six months ended June 30, 2025, reduced DTC Total Orders is largely the result of lower advertising spend across 2024 and prior years which in turn led to fewer new customer acquisitions and therefore fewer repeat customer orders due to the recurring order nature of the business, and temporary disruptions related to the migration from our internally developed legacy ecommerce platform to third party service providers.
Previous wording
As of the last day of each reporting period, we determine our number of DTC Active Customers by counting the number of individual customers who submitted orders through our DTC platform, and for whom an order has shipped, at least once during the preceding 364-day period. The change in active customers in a reporting period captures both the inflow of new customers as well as the outflow of customers who have not made a purchase in the last 364 days. We view the number of active customers as one of the key indicators of growth in our DTC channel. In the three months ended March 31, 2025, reduced DTC Active Customers is largely the result of lower advertising spend across 2024 and prior years, which in turn led to fewer new customer acquisitions in those years.
Current wording
As of the last day of each reporting period, we determine our number of DTC Active Customers by counting the number of individual customers who submitted orders through our DTC platform, and for whom an order has shipped, at least once during the preceding 364-day period. The change in active customers in a reporting period captures both the inflow of new customers as well as the outflow of customers who have not made a purchase in the last 364 days. We view the number of active customers as one of the key indicators of growth in our DTC channel. In the three and six months ended June 30, 2025, reduced DTC Active Customers is largely the result of lower advertising spend across 2024 and prior years, which in turn led to fewer new customer acquisitions and fewer repeat orders.
Previous wording
We define DTC Net Revenue Per Order as our DTC Total Net Revenue in a given reporting period, divided by the DTC Total Orders in that period. We view DTC Net Revenue per Order as a key indicator of the performance of our DTC business. DTC Net Revenue Per Order increased in the three months ended March 31, 2025 compared to the prior year comparative periods as a result of shifts in order mix to include higher priced items, partially offset by the elimination of certain customer fees in 2024.
Current wording
We define DTC Net Revenue Per Order as our DTC Total Net Revenue in a given reporting period, divided by the DTC Total Orders in that period. We view DTC Net Revenue per Order as a key indicator of the performance of our DTC business. DTC Net Revenue Per Order decreased in the three and six months ended June 30, 2025 compared to the prior year comparative periods as a result of an increase in lower value recurring orders, the elimination of certain customer fees in 2024, partially offset by improved promotional strategies resulting in reduced discounts offered to customers.
Previous wording
(1)Restructuring expenses for the three months ended March 31, 2024 consisted of a $3.1 million gain from the modification of our lease at our San Francisco headquarters offset by $0.3 million in severance-related charges.
Current wording
(1)Restructuring expenses for the three months ended June 30, 2024 consisted of $1.2 million of severance-related charges, $0.7 million of asset impairment charges and $0.3 million of costs related to the closure of our facility in Missouri. Restructuring expenses for the six months ended June 30, 2024 consisted of a $3.1 million gain from the modification of our lease at our San Francisco headquarters offset by $1.5 million in severance-related charges, $0.7 million of asset impairment charges and $0.3 million of costs related to the closure of our facility in Missouri.
Previous wording
Product development expenses are related to the ongoing support and maintenance of our proprietary technology, including our DTC platform and the product and packaging innovation in our Grove Brands products. Product development expenses consist primarily of personnel-related expenses, including salaries, bonuses, benefits and stock-based compensation expense. Product development costs also include allocated facilities, equipment, depreciation and overhead costs.
Current wording
Product development expenses are related to the ongoing support and maintenance of our DTC platform and the product and packaging innovation in our Grove Brands products. Product development expenses consist primarily of personnel-related expenses, including salaries, bonuses, benefits and stock-based compensation expense. Product development costs also include allocated facilities, equipment, depreciation and overhead costs.
Previous wording
Selling, general and administrative expenses consist primarily of compensation and benefit costs for personnel involved in general corporate functions, including stock-based compensation expense, and certain fulfillment costs, as further outlined below. Selling, general and administrative expenses also include the allocated facilities, equipment, depreciation and overhead costs, marketing costs including qualified cost of credits issued through our referral program, costs associated with our customer service operation, and costs of environmental offsets. Selling, general and administrative expenses have declined for the first quarter of 2025 compared to the first quarter of 2024 as a result of decreases in fulfillment costs largely driven by lower sales and our cost management initiatives.
Current wording
Selling, general and administrative expenses consist primarily of compensation and benefit costs for personnel involved in general corporate functions, including stock-based compensation expense, and certain fulfillment costs, as further outlined below. Selling, general and administrative expenses also include the allocated facilities, equipment, depreciation and overhead costs, marketing costs including qualified cost of credits issued through our referral program, costs associated with our customer service operation, and costs of environmental offsets. Selling, general and administrative expenses have declined for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 as a result of decreases in fulfillment costs largely driven by lower sales and our cost management initiatives.
Previous wording
Comparisons of the three months ended March 31, 2025 and March 31, 2024
Current wording
Comparisons of the Three and Six Months Ended June 30, 2025 and 2024
Previous wording
Revenue decreased by $10.0 million, or 19%, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. This decline was primarily driven by a decrease in DTC Total Orders from lower advertising expenses in previous periods and temporary disruptions related to the migration from our internally developed legacy ecommerce platform to third party service providers. The decrease was partially offset by increases in DTC Net Revenue Per Order.
Current wording
Revenue decreased by $8.1 million, or 15%, and $18.1 million, or 17%, for the three and six months ended June 30, 2025, respectively, as compared to the three and six months ended June 30, 2024. This decline was primarily driven by a decrease in DTC Total Orders from lower advertising expenses in previous periods, temporary disruptions related to the migration from our internally developed legacy ecommerce platform to third party service providers and decreases in DTC Net Revenue Per Order.
Previous wording
Cost of goods sold decreased by $3.3 million, or 14%, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, due to a decrease in DTC Total Orders, partially offset by higher cost of goods per order.
Current wording
Cost of goods sold decreased by $7.7 million, or 16%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to a decrease in DTC Total Orders, partially offset by increase in cost of goods per order.
Previous wording
Gross margin in the three months ended March 31, 2025 decreased by 258 basis points compared to the three months ended March 31, 2024, due to an increase in product costs as a percentage of revenue, the lower release of previously reserved inventory and the elimination of certain per order fees charged to our customers.
Current wording
Gross margin in the six months ended June 30, 2025 decreased by 52 basis points, compared to the six months ended June 30, 2024, due to the elimination of certain per order fees charged to our customers, partially offset by improved promotional strategies resulting in reduced discounts offered to customers.
Previous wording
Advertising expenses increased by $0.8 million, or 37%, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 driven by increases in online advertising expenses.
Current wording
Advertising expenses increased by $0.3 million, or 12%, and $1.0 million, or 23% for the three and six months ended June 30, 2025, respectively, compared to the three and six months ended June 30, 2024 driven by increases in online advertising and television advertising expenses, offset by decreases in performance partnerships and shopper marketing expenses.
Previous wording
Product development expenses decreased by $1.8 million, or 51%, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, primarily due to decreases in severance-related expenses and reduction in amortization expenses related to certain internally developed software which was fully amortized at the end of fiscal year 2024.
Current wording
Product development expenses decreased by $3.2 million, or 59%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to a $1.3 million decrease in amortization expenses related to certain internally developed software which was fully amortized at the end of fiscal year 2024, a $1.1 million decrease in severance-related expenses and a $0.8 million decrease in salaries from reductions in headcount.
Previous wording
Selling, general and administrative expenses decreased by $2.6 million, or 11%, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. Fulfillment costs decreased by $2.1 million, including a $1.4 million decrease in shipping and handling expenses and $0.4 million decrease in fulfillment labor both due to a lower volume of orders. Additionally, stock-based compensation decreased by $2.0 million and corporate salaries decreased by $0.4 million both driven by reductions in headcount and depreciation expense decreased by $1.0 million primarily due to accelerated depreciation associated with the closure of our Missouri facility in the prior period that did not recur in the current period. These decreases were offset by the absence of a $3.1 million gain recorded in the prior period related to a partial lease termination of our San Francisco office that occurred in March 2024.
Current wording
Selling, general and administrative expenses decreased by $4.2 million, or 15%, for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. Fulfillment costs decreased by $1.0 million due to a lower volume of orders. Additionally, stock-based compensation decreased by $1.9 million and corporate salaries decreased by $0.3 million both driven by reductions in headcount, depreciation expense decreased by $0.7 million primarily due to accelerated depreciation associated with the closure of our Missouri facility in the prior period that did not recur in the current period, and asset impairment charges decreased by $0.7 million related to the asset impairment in June 2024. These decreases were offset by a $0.7 million increase in certain fees and expenses to support our acquisitions.
Previous wording
Interest expense decreased by $3.8 million, or 92% for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 primarily due to the extinguishment of our term debt facility in 2024.
Current wording
Interest expense decreased by $3.8 million, or 93%, and $7.6 million, or 92%, for the three and six months ended June 30, 2025, respectively, as compared to the three and six months ended June 30, 2024 primarily due to the extinguishment of our term debt facility in 2024.
Previous wording
The change in the fair value of derivative liabilities for the three months ended March 31, 2025, was driven by the changes in our stock price from December 31, 2024 through March 31, 2025. The change in the fair value of derivative liabilities for three months ended March 31, 2024, was driven by the changes in our stock price from December 31, 2023 through March 31, 2024 and by changes in the fair value of the Structural Derivative Liability related to our term loan we extinguished in 2024.
Current wording
The change in the fair value of derivative liabilities for the three and six months ended June 30, 2025, was driven by the changes in our stock price from December 31, 2024 through June 30, 2025. The change in the fair value of derivative liabilities for the three and six months ended June 30, 2024, was driven by the changes in our stock price from December 31, 2023 through June 30, 2024 and by changes in the fair value of the Structural Derivative Liability related to our term loan we extinguished in 2024.
Previous wording
Other income decreased by $0.9 million, or 84% for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, primarily due to lower on-hand cash as a result of the extinguishment of our term loan in 2024.
Current wording
Other income decreased by $0.9 million, or 89%, and $1.8 million, or 86%, for the three and six months ended June 30, 2025, respectively, as compared to the three and six months ended June 30, 2024, primarily due to lower on-hand cash as a result of the extinguishment of our term loan in 2024.
Previous wording
As of March 31, 2025, we had $9.6 million in unrestricted cash and cash equivalents (which excludes restricted cash of $3.9 million). We incurred negative cash flows from operating activities of $6.9 million for the three months ended March 31, 2025. We have incurred significant losses since inception and have an accumulated deficit of approximately $652.1 million. To date, we have funded our operations principally through redeemable convertible preferred stock and common stock financings, the incurrence of debt and the closing of the Business Combination. We have total outstanding indebtedness of $7.5 million as of March 31, 2025.
Current wording
As of June 30, 2025, we had $10.0 million in unrestricted cash and cash equivalents (which excludes restricted cash of $3.9 million). We incurred negative cash flows from operating activities of $5.9 million for the six months ended June 30, 2025. We have incurred significant losses since inception and have an accumulated deficit of approximately $655.7 million. To date, we have funded our operations principally through redeemable convertible preferred stock and common stock financings, the incurrence of debt and the closing of the Business Combination. We have total outstanding indebtedness of $7.5 million as of June 30, 2025.
Previous wording
On March 10, 2023, we entered into the Siena Revolver (defined below) with Siena Lending Group, LLC (“Siena”) which permits us to receive funding through a revolving line of credit with an initial commitment of $35.0 million. The total borrowing capacity under the Siena Revolver is subject to certain conditions, including our inventory and accounts receivable balances and other limitations as specified in the agreement. Additional borrowing capacity from the Siena Revolver was $4.3 million as of March 31, 2025. On May 8, 2025, the Company entered into an amendment to the Siena Revolver (the “2025 Siena Amendment) which, among other things, extended the maturity date of the Siena Revolver to April 10, 2028.
Current wording
On March 10, 2023, we entered into the Siena Revolver (defined below) with Siena Lending Group, LLC (“Siena”) which permits us to receive funding through a revolving line of credit with an initial commitment of $35.0 million. The total borrowing capacity under the Siena Revolver is subject to certain conditions, including our inventory and accounts receivable balances and other limitations as specified in the agreement. Additional borrowing capacity from the Siena Revolver was $0.4 million as of June 30, 2025. On May 8, 2025, the Company entered into an amendment to the Siena Revolver (the “Amendment No. 3”) which, among other things, extended the maturity date of the Siena Revolver to April 10, 2028 and eliminated the financial covenant applicable to the Siena Revolver.
Previous wording
On July 18, 2022, we entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD. (“Yorkville”), whereby we have the right, but not the obligation, to sell to Yorkville up to $100.0 million of our shares of common stock at our request until July 18, 2025, subject to certain conditions. The shares of our common stock that may be issued under the SEPA may be sold by us to the Yorkville at our discretion from time to time and sales of our common stock under the SEPA will depend upon market conditions and other factors. Additionally, in no event may we sell more than 6,511,532 shares of our common stock to Yorkville under the SEPA, which number of shares is equal to 19.99% of the shares of the Company's common stock outstanding immediately prior to the execution of the SEPA (the “Exchange Cap”), unless we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with applicable NYSE rules or comply with certain other requirements as described in the SEPA. Unless our average stock price exceeds $15.33, we will be unable to sell the full $100.0 million commitment to Yorkville without seeking stockholder approval to issue additional shares in excess of the Exchange Cap. As of March 31, 2025, we have sold 147,965 shares under the SEPA and there were 6,363,567 shares available to be sold to Yorkville under the Exchange Cap. As of April 30, 2025, under the terms of the SEPA we would be able to raise additional gross proceeds of approximately $6.9 million.
Current wording
On July 18, 2022, we entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD. (“Yorkville”), whereby we have the right, but not the obligation, to sell to Yorkville up to $100.0 million of our shares of common stock, subject to certain conditions. On July 8, 2025, we and Yorkville amended the SEPA (the “Amended SEPA”) to extend the term to August 1, 2027. The shares of our common stock that may be issued under the Amended SEPA may be sold by us to the Yorkville at our discretion from time to time and sales of our common stock under the Amended SEPA will depend upon market conditions and other factors. Additionally, in no event may we sell more than 6,511,532 shares of our common stock to Yorkville under the Amended SEPA, which number of shares is equal to 19.99% of the shares of the Company's common stock outstanding immediately prior to the execution of the SEPA (the “Exchange Cap”), unless we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance with applicable NYSE rules or comply with certain other requirements as described in the Amended SEPA. Unless our average stock price exceeds $15.33, we will be unable to sell the full $100.0 million commitment to Yorkville without seeking stockholder approval to issue additional shares in excess of the Exchange Cap. As of June 30, 2025, we have sold 147,965 shares under the SEPA and there were 6,363,567 shares available to be sold to Yorkville under the Exchange Cap. As of July 31, 2025, under the terms of the SEPA we would be able to raise additional gross proceeds of approximately $8.7 million.
Previous wording
Our most significant contractual obligations relate to our loan facility, purchase commitments on inventory and operating lease obligations on our fulfillment centers and corporate offices. As of March 31, 2025, we had $6.7 million of enforceable and legally binding inventory purchase commitments predominantly due within one year. For information on our contractual obligations for operating leases, see “Leases” in Note 7 of the Notes to our audited consolidated financial statements as of and for the years ended December 31, 2024 and December 31, 2023 included in Form 10-K filed with the SEC on March 19, 2025.
Current wording
Our most significant contractual obligations relate to our loan facility, purchase commitments on inventory and operating lease obligations on our fulfillment centers and corporate offices. As of June 30, 2025, we had $9.2 million of enforceable and legally binding inventory purchase commitments predominantly due within one year. For information on our contractual obligations for operating leases, see “Leases” in Note 7 of the Notes to our audited consolidated financial statements as of and for the years ended December 31, 2024 and December 31, 2023 included in Form 10-K filed with the SEC on March 19, 2025.
Previous wording
On March 10, 2023, we entered into a Loan and Security Agreement (the “Siena Revolver”) with Siena Lending Group, LLC which permits us to receive funding through a revolving line of credit with an initial commitment of $35.0 million. The borrowing capacity under the Siena Revolver, as modified by the 2025 Siena Amendment, is subject to certain conditions, including our inventory and accounts receivable balances and other limitations as specified in the agreement. As of May 14, 2025, there was an outstanding principal amount of $7.5 million and additional borrowing capacity from the Siena Revolver was $1.7 million as of May 14, 2025.
Current wording
On March 10, 2023, we entered into a Loan and Security Agreement (the “Siena Revolver”) with Siena Lending Group, LLC which permits us to receive funding through a revolving line of credit with an initial commitment of $35.0 million. The borrowing capacity under the Siena Revolver, as modified by the third amendment to the Siena Revolver (“Amendment No. 3”), is subject to certain conditions, including our inventory and accounts receivable balances and other limitations as specified in the agreement. If at any time the amount of outstanding borrowings under the Siena Revolver exceeds the borrowing capacity, we are required to prepay borrowings sufficient to eliminate the excess. As of June 30, 2025, there was an outstanding principal amount of $7.5 million and additional borrowing capacity from the Siena Revolver was $0.4 million.
Previous wording
The interest rates applicable to borrowings under the 2025 Siena Amendment are based on a fluctuating rate of interest measured by reference to either, at our option, (i) a Base Rate plate 3.25% or (ii) the term Secured Overnight Financing Rate (“Term SOFR”) then in effect plus 4.25%. The Base Rate is defined as the greatest of: (1) Prime Rate as published in the Wall Street Journal, (2) federal funds rate plus 0.50% and (3) 5.00% per annum. The Siena Revolver also contains various financial covenants we must maintain to avoid an Event of Default, as defined by the agreement. In accordance with the agreement, Siena has been provided with our periodic financial statements and updated projections to facilitate their ongoing assessment of the Company. Under the 2025 Siena Amendment, the Siena Revolver matures on April 10, 2028. As of March 31, 2025, we were in compliance with all covenants related to the Siena Revolver.
Current wording
The interest rates applicable to borrowings under Amendment No. 3 are based on a fluctuating rate of interest measured by reference to either, at our option, (i) a Base Rate plate 3.25% or (ii) the term Secured Overnight Financing Rate (“Term SOFR”) then in effect plus 4.25%. The Base Rate is defined as the greatest of: (1) Prime Rate as published in the Wall Street Journal, (2) federal funds rate plus 0.50% and (3) 5.00% per annum. In accordance with the agreement, Siena has been provided with our periodic financial statements and updated projections to facilitate their ongoing assessment of the Company. Under Amendment No. 3, the Siena Revolver matures on April 10, 2028.
Previous wording
Net cash used in operating activities of $6.9 million for the three months ended March 31, 2025 was primarily attributable to our net loss of $3.5 million, non-cash adjustments of $1.2 million, and net increase in our operating assets and liabilities of $4.6 million. Non-cash adjustments consisted primarily of a $1.0 million stock-based compensation expense, $0.4 million in depreciation and amortization and $0.1 million in non-cash interest expense, partially offset by $0.1 million of inventory write-downs and a $0.1 million of change in fair value of derivative liabilities. The change in operating assets and liabilities primarily resulted from a $3.5 million decrease in accrued expenses and accounts payable, a $0.5 million increase in inventory and a $0.5 million decrease in deferred revenue.
Current wording
Net cash used in operating activities of $5.9 million for the six months ended June 30, 2025 was primarily attributable to our net loss of $7.2 million, non-cash adjustments of $2.9 million, and a net increase in our operating assets and liabilities of $1.6 million. Non-cash adjustments consisted primarily of a $2.3 million stock-based compensation expense, $0.9 million in depreciation and amortization and $0.2 million in non-cash interest expense, offset by $0.4 million of inventory write-downs and a $0.2 million of change in fair value of derivative liabilities. The change in operating assets and liabilities primarily resulted from a $3.0 million decrease in accrued expenses and accounts payable, a $0.3 million decrease in deferred revenue and a $0.3 million decrease in other liabilities, offset by a $1.0 million decrease in inventory, a $0.6 million net decrease in operating lease right-of-use assets and liabilities and a $0.4 million decrease in prepaid expenses and other assets.
Previous wording
Net cash used in operating activities of $12.4 million for the three months ended March 31, 2024 was primarily attributable to our net loss of $3.4 million, non-cash adjustments of $2.4 million, and net increase in our operating assets and liabilities of $11.4 million. Non-cash adjustments consisted primarily of a $3.1 million stock-based compensation expense, $2.2 million in depreciation and amortization activity, and $1.0 million non-cash interest expense, partially offset by a $3.1 million in gain on lease modification and $0.5 million of inventory write-downs. The change in operating assets and liabilities primarily resulted from a $2.2 million increase in inventory and a $4.0 million net decrease in accounts payable and accrued expenses, a $0.6 million decrease in deferred revenue and a $4.9 million net decrease in operating lease right-of-use assets and liabilities.
Current wording
Net cash used in operating activities of $10.8 million for the six months ended June 30, 2024 was primarily attributable to our net loss of $13.5 million, non-cash adjustments of $9.2 million, and net increase in our operating assets and liabilities of $6.5 million. Non-cash adjustments consisted primarily of a $6.5 million stock-based compensation expense, $4.6 million in depreciation and amortization activity, $1.9 million non-cash interest expense, and $0.7 million in asset impairment charges, offset by a $3.1 million gain on lease modification, $1.2 million of inventory write-downs and $0.2 million of change in fair value of derivative liabilities. The change in operating assets and liabilities primarily resulted from a $4.9 million net decrease in operating lease right-of-use assets and liabilities, a $3.5 million net decrease in accounts payable and accrued expenses, and a $0.4 million decrease in deferred revenue and other liabilities, offset by a $2.2 million decrease in inventory and $0.1 million increase in prepaid expenses and other assets.
Previous wording
Net cash used in investing activities of $3.4 million for the three months ended March 31, 2025 was primarily due to $2.8 million of cash paid for strategic acquisitions and $0.5 million for the purchase of property and equipment.
Current wording
Net cash used in investing activities of $3.8 million for the six months ended June 30, 2025 was primarily due to $2.8 million of cash paid for strategic acquisitions and $1.0 million for the purchase of property and equipment.
Previous wording
Net cash used in investing activities of $0.5 million for the three months ended March 31, 2024 was primarily due to the capitalization of internally developed software costs.
Current wording
Net cash used in investing activities of $0.9 million for the six months ended June 30, 2024 was primarily due to the capitalization of internally developed software costs.
Previous wording
Net cash used in financing activities of $0.5 million and $0.4 million for the three months ended March 31, 2025 and 2024, respectively, primarily consists of payments related to stock-based award activities during each period.
Current wording
Net cash used in financing activities of $0.6 million for each of the six months ended June 30, 2025 and 2024 primarily consists of payments related to stock-based award activities during each period offset by proceeds related to our employee stock purchase plan.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Selling, general and administrative expenses decreased by $6.8 million, or 13%, for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. Fulfillment costs decreased by $3.1 million due to a lower volume of orders. Additionally, stock-based compensation decreased by $3.8 million and corporate salaries decreased by
Current report — wording carried from elsewhere
$0.7 million both driven by reductions in headcount. Depreciation expense decreased by $1.8 million primarily due to accelerated depreciation associated with the closure of our Missouri facility in the prior period that did not recur in the current period, and asset impairment charges decreased by $0.7 million related to the asset impairment in June 2024. These decreases were offset by the absence of a $3.1 million gain recorded in the prior period related to a partial lease termination of our San Francisco office that occurred in March 2024 and a $1.3 million increase in certain fees and expenses to support our acquisitions.