UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On June 16, 2021, Blue Apron Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC (the “Underwriter”) relating to an underwritten public offering (the “Offering”) of 4,706,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), being offered by the Company. The price to the public in the Offering is $4.25 per share, and the Underwriter has agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $3.995 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriter an option, exercisable for 30 days, to purchase up to an additional 705,900 shares of Class A Common Stock (the “Additional Shares”) from the Company at the same price per share as the Shares. The Underwriter has exercised its option to purchase the Additional Shares in full.
The Company estimates that the net proceeds from the Offering, including the issuance and sale of the Additional Shares upon the Underwriter's exercise of its option in full, will be approximately $21.2 million after deducting underwriting discounts and commissions and estimated offering expenses.
The Shares and the Additional Shares will be sold pursuant to a prospectus supplement dated June 16, 2021 and an accompanying base prospectus that form a part of the registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission, which became effective on July 23, 2020 (File No. 333-237889). The closing of the Offering is expected to take place on or about June 18, 2021, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion and consent of Wilmer Cutler Pickering Hale and Dorr LLP relating to the Shares and the Additional Shares is attached as Exhibit 5.1 hereto.
Item 8.01 Other Events.
The Company issued press releases on June 15, 2021, announcing the proposed Offering, and on June 16, 2021, announcing the pricing of the Offering. Copies of the press releases are attached as Exhibit 99.1 and Exhibit 99.2 hereto and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 1.1 | Underwriting Agreement, dated as of June 16, 2021, by and between the Company and the Underwriter | |
| 5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | |
| 23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release dated June 15, 2021 | |
| 99.2 | Press Release dated June 16, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| BLUE APRON HOLDINGS, INC. | ||
| Date: June 17, 2021 | By: | /s/ Randy J. Greben |
| Randy J. Greben | ||
| Chief Financial Officer and Treasurer | ||