Bark Inc
For the period ended Dec 31, 2023. Filed Feb 7, 2024.
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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.
Dec 31, 2023 · Filed Feb 7, 2024
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ITEM 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the period covered by this report, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) hasadopted orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5–1 trading arrangement (each as defined in Item 408 of Regulation S-K under the 1934 Act).
Repurchase of $45.0 Million of 2025 Convertible Notes
On November 2, 2023, the Company repurchased $45.0 million of the $83.5 million of outstanding aggregate principal amount of 5.50% Convertible Secured Notes due 2025 (the “2025 Convertible Notes”) from entities affiliated with Magnetar Financial, LLC (collectively, the “Holders”), pursuant to the terms and conditions of a negotiated notes purchase agreement (the “Agreement”) among the Company and the Holders. See Note 4, “Debt,” for additional details.
Pursuant to the Agreement, on November 2, 2023, the Company repurchased $45.0 million in aggregate principal amount of the 2025 Convertible Notes plus accrued and unpaid interest thereon to, but excluding, the repurchase date, from the Holders for a total cash purchase price of $44.4 million. If a Change of Control (as defined in the Indenture) of the Company occurs at any time after the date of the Agreement and prior to the December 1, 2025 maturity date of the Notes, the Holders are also entitled to receive an additional cash “true-up” payment from the Company, totaling, in the aggregate for all Holders, either (i) $11.3 million in the case that the Company elects to redeem all of the Notes outstanding at the time of such Change of Control or (ii) $4.5 million in the case that the Holders elect to require the Company to repurchase all of the 2025 Convertible Notes outstanding at the time of such Change of Control any other case, in each case, in accordance with the terms and conditions specified in the Agreement.
The foregoing description of the Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the executed Agreement, a copy of which is filed with this Form 10-Q as Exhibit 10.1 and the terms of which are incorporated herein by reference.
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