Current Report Filing (8-k)
May 20 2019 - 9:29AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): May 20, 2019
THE
LOVESAC COMPANY
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-38555
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32-0514958
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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Two
Landmark Square, Suite 300
Stamford, Connecticut
(Address
of Principal Executive Offices, and Zip Code)
(207)
273-9733
Registrant’s
Telephone Number, Including Area Code
(Former
Name or Former Address, if Changed Since Last Report)
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.00001
per share
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LOVE
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The
NASDAQ Stock Market LLC
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instruction A.2. below):
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☐
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On
May 20, 2019, The Lovesac Company, a Delaware corporation (the “Company”), publicly filed a registration
statement on Form S-1 in connection with the commencement of an underwritten public offering (the “Offering”) of
2,500,000 shares of its common stock, which will include 750,000 shares to be offered by the Company and 1,750,000 shares to
be offered by certain selling stockholders of the Company. One of the selling stockholders will also grant the
underwriters a 30-day option to purchase up to an additional 375,000 shares of the Company’s common stock.
In the
prospectus included in the Form S-1 registration statement filed in connection with the Offering, the Company provided
estimated preliminary (unaudited) results for the thirteen weeks ended May 5, 2019. A copy of this disclosure is attached to
this current report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 7.01
Regulation FD Disclosure.
Announcement
of Public Offering
On
May 20, 2019, the Company, issued a press release (the “Press Release”) announcing the commencement of the Offering.
A copy of the Press Release is attached to this current report on Form 8-K as Exhibit 99.2 and incorporated herein by reference.
The
Company intends to use the net proceeds of this offering for increased sales and marketing expenses, product development, and
working capital and other general corporate purposes. The Company will not receive any of the proceeds from the sale of the shares
being offered by the selling stockholders but will bear the costs associated with the sale of such shares, other than underwriting
discounts and commissions.
Recent
Events
On
May 10, 2019, the Office of the U.S. Trade Representative announced that the United States increased tariffs on approximately
$200 billion of goods imported from China from 10% to 25% and that it had been ordered to begin to impose tariffs on substantially
all remaining imports from China, which are valued at approximately $300 billion. Approximately 75% of our products are currently
manufactured in China, and nearly all of our Chinese-made products will be affected by these tariffs.
Prior
to the announcement by the U.S. Trade Representative, we had implemented certain strategies to mitigate the prior 10% tariffs
and believed that we could fully mitigate the impact of those tariffs throughout fiscal 2020. As a result of the recent increase
in tariffs, we are evaluating new strategies to mitigate the effects of the new tariffs.
We
expect that the new tariffs will not have a material impact on our financial results for the second quarter of fiscal 2020. However,
if the new tariffs are not reduced or repealed, we expect the tariffs to begin to affect our operating results during the second
half of our third fiscal quarter and the full impact of the tariffs to affect our operating results for the fourth quarter of
fiscal 2020. At this time, we do not expect to be able to fully mitigate the impact of the new tariffs in fiscal 2020.
The
new tariffs and our tariff mitigation efforts are expected to have an impact on our operating results, including gross margin
and EBITDA. At this time, we cannot quantify the impact that these tariffs and our tariff mitigation efforts will have on our
operating results.
The
information hereunder and Exhibits 99.1 and 99.2 hereto shall be deemed “furnished” and not “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the
liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the
Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01
Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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THE
LOVESAC COMPANY
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Date:
May 20, 2019
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By:
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/s/
Donna Dellomo
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Name:
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Donna
Dellomo
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Title:
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Executive
Vice President and
Chief Financial Officer
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2
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