10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

OR

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39691

BARK, INC.

(Exact name of registrant as specified in its charter)

Delaware		85-1872418
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)
	120 Broadway, Floor 12
	New York, NY 10271

(Address of Principal Executive Offices)(Zip Code)

(855) 501-2275

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001	BARK	New York Stock Exchange
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	BARK WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Small reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 6, 2023, there were 179,280,860 shares of the registrant’s common stock, par value of $0.0001 per share, outstanding.

TABLE OF CONTENTS

	Page
PART I. Financial Information	1
ITEM 1. Financial Statements (Unaudited)	1
Condensed Consolidated Balance Sheets	1
Condensed Consolidated Statements of Operations and Comprehensive Loss	2
Condensed Consolidated Statements of Stockholders’ Equity	3
Condensed Consolidated Statements of Cash Flows	5
Notes to Condensed Consolidated Financial Statements	7
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk	36
ITEM 4. Controls and Procedures	36
PART II. Other Information	37
ITEM 1. Legal Proceedings	37
ITEM 1A. Risk Factors	37
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	51
ITEM 3. Defaults Upon Senior Securities	52
ITEM 4. Mine Safety Disclosures	52
ITEM 5. Other Information	52
ITEM 6. Exhibits	52
Signatures	54

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q, including, without limitation, statements under the headings “Management's Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our financial and business performance, the sufficiency of our cash and cash equivalents for our continued operations, market acceptance and the anticipated success of our business model, and our ability to expand the scope of our offerings. These statements are based on management's current expectations, but actual results may differ materially due to various factors.

The forward-looking statements contained in this quarterly report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under Part II, Item 1A: “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under Part II, Item 1A: “Risk Factors” may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this quarterly report on Form 10-Q. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this quarterly report on Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BARK, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

	September 30,		March 31,
	2023		2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	160,541	$	177,911
Accounts receivable—net	12,390		6,554
Prepaid expenses and other current assets	4,296		3,552
Inventory	109,391		124,336
Total current assets	286,618		312,353
PROPERTY AND EQUIPMENT—NET	28,719		39,851
INTANGIBLE ASSETS—NET	11,606		4,090
OPERATING LEASE RIGHT-OF-USE ASSETS	34,772		36,892
OTHER NONCURRENT ASSETS	7,271		7,234
TOTAL ASSETS	$	368,986	$	400,420
LIABILITIES, AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	26,089	$	34,370
Operating lease liabilities, current	4,831		5,484
Accrued and other current liabilities	30,702		31,975
Deferred revenue	24,340		27,772
Total current liabilities	85,962		99,601
LONG-TERM DEBT	81,594		81,221
OPERATING LEASE LIABILITIES	46,094		47,240
OTHER LONG-TERM LIABILITIES	4,389		1,821
Total liabilities	218,039		229,883
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS’ EQUITY:
Common stock, par value $0.0001 per share—500,000,000 shares authorized; 179,190,106 and 177,647,754 shares issued	1		1
Treasury stock, at cost, 2,767,684 and 0 shares, respectively	(4,120)		—
Additional paid-in capital	486,845		480,370
Accumulated deficit	(331,779)		(309,834)
Total stockholders’ equity	150,947		170,537
TOTAL LIABILITIES, AND STOCKHOLDERS’ EQUITY	$	368,986	$	400,420

See notes to condensed consolidated financial statements

1

BARK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share data)

(Unaudited)

	Three Months Ended				Six Months Ended
	September 30,		September 30,		September 30,		September 30,
	2023		2022		2023		2022
REVENUE	$	123,036	$	143,814	$	243,626	$	274,964
COST OF REVENUE	47,394		63,473		94,948		118,809
Gross profit	75,642		80,341		148,678		156,155
OPERATING EXPENSES:
General and administrative	68,931		74,156		138,352		153,745
Advertising and marketing	17,810		15,331		35,429		31,694
Total operating expenses	86,741		89,487		173,781		185,439
LOSS FROM OPERATIONS	(11,099)		(9,146)		(25,103)		(29,284)
INTEREST INCOME	1,996		—		4,133		—
INTEREST EXPENSE	(1,366)		(1,340)		(2,745)		(2,728)
OTHER INCOME (EXPENSE)—NET	132		(153)		1,715		5,965
NET LOSS BEFORE INCOME TAXES	(10,337)		(10,639)		(22,000)		(26,047)
PROVISION FOR INCOME TAXES	—		—		—		—
NET LOSS AND COMPREHENSIVE LOSS	$	(10,337)	$	(10,639)	$	(22,000)	$	(26,047)
Net loss per common share attributable to common stockholders—basic and diluted	$	(0.06)	$	(0.06)	$	(0.12)	$	(0.15)
Weighted average common shares used to compute net loss per share attributable to common stockholders—basic and diluted	176,975,883		176,463,723		177,150,161		175,980,473

See notes to condensed consolidated financial statements

2

BARK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(In thousands, except share data) (Unaudited)

Three months ended September 30, 2023
	Common Stock			Treasury Stock			Additional  Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balance - June 30, 2023	178,760,600	$	1	—	$	—	$	483,432	$	(321,495)	$	161,938
Net loss	—	—		—	—		—		(10,337)		(10,337)
Issuance for stock options exercised	12,932	—		—	—		13		—		13
Issuance for common stock vested	604,289	—		—	—		—		—		—
Common stock withheld for tax upon release	(187,715)	—		—	—		(289)		—		(289)
Repurchase of common stock	—	—		(2,767,684)	(4,120)		—		—		(4,120)
Stock-based compensation	—	—			—		3,689		—		3,689
Cumulative translation adjustment	—	—		—	—		—		53		53
Balance - September 30, 2023	179,190,106	$	1	(2,767,684)	$	(4,120)	$	486,845	$	(331,779)	$	150,947

Six months ended September 30, 2023
	Common Stock			Treasury Stock			Additional  Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
Balance - March 31, 2023	177,647,754	$	1	—	$	—	$	480,370	$	(309,834)	$	170,537
Net loss	—	—		—	—		—		(22,000)		(22,000)
Issuance for stock options exercised	98,888	—		—	—		94		—		94
Common stock issued upon vesting of restricted stock units	1,765,033	—		—	—		—		—		—
Issuance of common stock in connection with the employee stock purchase plan	246,733	—		—	—		286		—		286
RSU withheld for taxes	(568,302)	—		—	—		(819)		—		(819)
Repurchase of common stock	—	—		(2,767,684)	(4,120)		—		—		(4,120)
Stock-based compensation	—	—		—	—		6,914		—		6,914
Cumulative translation adjustment	—	—		—	—		—		55		55
Balance - September 30, 2023	179,190,106	$	1	(2,767,684)	$	(4,120)	$	486,845	$	(331,779)	$	150,947

3

BARK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(In thousands, except share data) (Unaudited)

Three months ended September 30, 2022
	Common Stock			Additional  Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance - June 30, 2022	176,098,718	$	1	$	469,810	$	(263,656)	$	206,155
Net loss	—	—		—		(10,639)		(10,639)
Issuance for stock options exercised	763,200	—		742		—		742
Issuance for restricted stock units vested	240,073	—		—		—		—
Stock-based compensation	—	—		3,852		—		3,852
Cumulative translation adjustment	—	—		—		(3)		(3)
Balance - September 30, 2022	177,101,991	$	1	$	474,404	$	(274,298)	$	200,107

Six months ended September 30, 2022
	Common Stock			Additional  Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount
Balance - March 31, 2022	175,290,143	$	1	$	465,313	$	(248,253)	$	217,061
Net loss	—	—		—		(26,047)		(26,047)
Issuance for stock options exercised	1,465,376	—		896		—		896
Issuance for restricted stock units vested	346,472	—		—		—		—
Stock-based compensation	—	—		8,195		—		8,195
Cumulative translation adjustment	—	—		—		2		2
Balance - September 30, 2022	177,101,991	$	1	$	474,404	$	(274,298)	$	200,107

See notes to condensed consolidated financial statements

4

BARK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended
	September 30,		September 30,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(22,000)	$	(26,047)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation & amortization	5,941		4,017
Impairment of assets	2,970		—
Amortization of right-of-use assets	2,120		2,485
Loss (Gain) on disposal of assets	72		(20)
Amortization of deferred financing fees and debt discount	374		326
Bad debt expense	34		554
Stock-based compensation expense	6,914		8,195
Provision for inventory obsolescence reserve	879		95
Change in fair value of warrant liabilities and derivatives	(1,434)		(4,959)
Changes in operating assets and liabilities:
Accounts receivable	(5,869)		(8,148)
Inventory	14,065		(7,615)
Prepaid expenses and other current assets	(988)		(484)
Other noncurrent assets	(125)		(16)
Accounts payable and accrued expenses	(6,426)		14,368
Deferred revenue	(3,431)		(2,667)
Proceeds from tenant improvement allowances	—		1,628
Operating lease liabilities	(1,800)		(1,510)
Other liabilities	788		235
Net cash used in operating activities	(7,916)		(19,563)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(4,933)		(14,108)
Net cash used in investing activities	(4,933)		(14,108)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of finance lease obligations	(106)		(310)
Proceeds from the exercise of stock options	94		896
Proceeds from issuance of common stock under ESPP	286		—
Tax payments related to the issuance of common stock	(819)		—
Payments to repurchase common stock	(4,120)		—
Net cash (used in) provided by financing activities	(4,665)		586

5

Effect of exchange rate changes on cash	55		2
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(17,459)		(33,083)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—BEGINNING OF PERIOD	183,068		201,679
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—END OF PERIOD	$	165,609	$	168,596
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents	160,541		166,310
Restricted cash - Other noncurrent assets	5,068		2,286
Total cash, cash equivalents and restricted cash	$	165,609	$	168,596
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Purchases of property and equipment included in accounts payable and accrued liabilities	$	11	$	2,311
Cash paid for interest	$	75	$	154
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Establishment of operating lease	$	—	$	24,576

See notes to condensed consolidated financial statements

6

BARK, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.ORGANIZATION AND DESCRIPTION OF BUSINESS

BARK, Inc., is an omnichannel brand serving dogs across two product lines of toys and accessories, and consumables. The Company is located and headquartered in New York, New York.

BARK, Inc. was incorporated in Delaware on July 8, 2020 as Northern Star Acquisition Corp. (“Northern Star”) as a special purpose acquisition company with the purpose of effecting a merger with one or more operating businesses. On June 1, 2021, Northern Star completed the acquisition of Barkbox, Inc., a Delaware corporation (“Legacy BARK” and the acquisition, the “Merger”), pursuant to that certain Agreement and Plan of Reorganization (the “Merger Agreement”), dated December 16, 2020, by and among Northern Star, NSAC Merger Sub Corp. and wholly-owned subsidiary of Northern Star (“Merger Sub”), and Legacy Bark. Following the Merger, the Company’s legal name became “The Original BARK Company,” and in November 2021 changed its name to BARK, Inc. The Merger between Northern Star and Legacy BARK was accounted for as a reverse recapitalization.

Throughout the notes to the condensed consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Legacy BARK and its subsidiaries prior to the consummation of the Merger, and BARK and its subsidiaries after the consummation of the Merger.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation—The accompanying condensed consolidated financial statements include the accounts of BARK, Inc. and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s audited consolidated financial statements as of and for the years ended March 31, 2023 and 2022 contained in the Annual Report on Form 10-K filed with the SEC on June 1, 2023.

The consolidated balance sheet as of March 31, 2023, included herein, was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, required on an annual reporting basis.

In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three and six months ended September 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending March 31, 2024, or any other period.

There have been no material changes to the Company’s significant accounting policies as described in the audited consolidated financial statements as of March 31, 2023 and 2022.

Although the Company has incurred recurring losses in each fiscal year since inception, the Company expects its cash and cash equivalents will be sufficient to fund operations for at least the next twelve months.

Use of Estimates—The Company makes estimates and assumptions about future events that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates, judgments and assumptions.

7

The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements. The most significant estimates relate to determination of fair value of the Company’s allowance for uncollectible accounts receivable, excess and obsolete inventory reserve, stock-based compensation, stand-alone selling price of Direct to Consumer offerings and fair value of right-of-use assets. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and records adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates.

Impact of the COVID-19 Pandemic—The Company continues to monitor the impact of the COVID-19 pandemic, including the emergence and spread of variants of COVID-19 on the U.S. and global economies and on the Company’s operating results, financial condition and cash flows. The estimates of the impact COVID-19 may have on the Company’s business may change based on new information that may emerge concerning COVID-19, the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. The Company has not incurred any significant impairment losses in the carrying values of its assets as a result of the COVID-19 pandemic and is not aware of any specific related event or circumstance that could require the Company to revise the estimates reflected in its condensed consolidated financial statements.

Fair Value of Financial Instruments—The Company’s financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses, are carried at historical cost. At September 30, 2023 and March 31, 2023, the carrying amounts of these instruments approximated their fair values because of their short-term nature. The carrying amounts of the Company’s long-term debt approximate the fair value based on consideration of current borrowing rates available to the Company.

Assets and liabilities recorded at fair value on a recurring basis in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3—Unobservable inputs that are supported by little or no market data for the related assets or liabilities.

8

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following summarizes assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands):

	As of September 30, 2023
	Level 1		Level 2		Level 3		Total
Assets
Money market funds(1)	$	91,986	$	—	$	—	$	91,986
	$	91,986	$	—	$	—	$	91,986
Liabilities
Public warrant liability(2)	$	1,102	$	—	$	—	$	1,102
Private warrant liability(2)	—		593		—		593
	$	1,102	$	593	$	—	$	1,695

	As of March 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Money market funds(1)	$	155	$	—	$	—	$	155
	$	155	$	—	$	—	$	155
Liabilities
Public warrant liability(2)	$	2,035	$	—	$	—	$	2,035
Private warrant liability(2)	—		1,094		—		1,094
	$	2,035	$	1,094	$	—	$	3,129

______________

(1)As of September 30, 2023 and March 31, 2023, the Company had cash equivalents held in a money market account. The Company has concluded that due to the highly liquid nature of the money market account, the carrying value approximates fair value, which represents a Level 1 input. The balance of cash equivalents held in the money market account is included in cash and cash equivalents.

(2)Included in accrued and other current liabilities.

The Company’s warrants include publicly-traded warrants (the “Public Warrants”) which were issued as one-third of a warrant per unit issued during the Company’s initial public offering on November 10, 2020 (the “IPO”), warrants sold in a private placement to Northern Star’s sponsor (the “Private Warrants”), and preferred share warrants issued by Legacy BARK which were assumed by the Company in connection with the Merger and exchanged into warrants for BARK common stock (the “Common Stock Warrants”). All of the Common Stock Warrants have been exercised and are no longer outstanding.

The Company evaluated its warrants under Accounting Standards Codification (“ASC”) ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public Warrants and Private Warrants meet the definition of a derivative under ASC 815, the warrants have been recorded as current liabilities on the balance sheet at fair value upon issuance, with subsequent changes in their respective fair values recognized in other income, net on the condensed consolidated statements of operations and comprehensive loss at each reporting date. See further disclosure on the change in fair value of Public and Private Warrant liabilities within Note 10, “Other Income (Expense) - Net.”

Restricted Cash—The Company has restricted cash to secure a letter of credit for four of its leases, restricted cash is expected to be maintained as a security deposit for the duration of each respective lease. As of September 30, 2023 and March 31, 2023, the Company has classified $5.1 million and $5.2 million, respectively, within other noncurrent assets, as restricted cash.

9

Concentration of Credit Risk and Major Customers and Suppliers—Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with one domestic financial institution of high credit quality.

The Company’s accounts receivable are derived from sales contracts with large retail customers. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary.

Significant customers are those that represent more than 10% of the Company’s total revenues or gross accounts receivable balance at each balance sheet date. For the three and six months ended September 30, 2023 and 2022, the Company did not have any customers that accounted for 10% or more of total revenues. The Company had two customers that accounted for 45% and 58% of gross accounts receivable as of September 30, 2023 and March 31, 2023, respectively. The Company’s accounts receivable relates to sales to customers within the Commerce segment, which represented 11.3% and 14.2% of total revenue for the six months ended September 30, 2023, and 2022, respectively.

Significant suppliers are those that represent more than 10% of the Company’s total finished goods purchased or accounts payable at each balance sheet date. During the three months ended September 30, 2023 and 2022, the Company had two suppliers that accounted for 40% of total finished goods purchased and two suppliers that accounted for 32% of total finished goods purchased, respectively. During the six months ended September 30, 2023 and 2022, the Company had two suppliers that accounted for 36% of total finished goods purchased and two suppliers that accounted for 31% of total finished goods purchased, respectively. The Company had two suppliers that accounted for 37% and 41% of the accounts payable balance as of September 30, 2023 and March 31, 2023, respectively.

Recent Accounting Pronouncements

The Company did not identify any significant recently issued accounting pronouncements that may potentially impact our financial position and results of operations.

3.    REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company’s standard payment terms vary but do not result in a significant delay between the timing of invoice and payment. The Company occasionally negotiates other payment terms during the contracting process for its retail business. The Company has elected the practical expedient to not adjust the total consideration within a contract to reflect a financing component when the duration of the financing is one year or less.

Disaggregated Revenue

Revenue disaggregated by significant revenue stream for the three and six months ended September 30, 2023 and 2022 were as follows (in thousands):

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Revenue
Direct to Consumer:
Toys & Accessories(1)	$	67,149	$	76,493	$	139,251	$	154,013
Consumables(1)	37,163		41,054		76,947		81,931
Total Direct to Consumer	$	104,312	$	117,547	$	216,198	$	235,944
Commerce	18,724		26,267		27,428		39,020
Revenue	$	123,036	$	143,814	$	243,626	$	274,964

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(1) The allocation between Toys & Accessories and Consumables includes estimates and was determined utilizing data on stand-alone selling prices that the Company charges for similar offerings, and also reflects historical pricing practices.

Contract Liability

The Company’s contract liability represents cash collections from its customers prior to delivery of subscription products, which is recorded as deferred revenue on the condensed consolidated balance sheets. Deferred revenue is recognized as revenue upon the delivery of the box or product.

Deferred revenue was $24.3 million and $27.8 million as of September 30, 2023 and March 31, 2023, respectively.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account. Performance obligations are satisfied as of a point in time when control of promised goods are transferred to customers. The Company has elected to not disclose information related to remaining performance obligations due to their original expected terms being one year or less.

4.    DEBT

As of September 30, 2023 and March 31, 2023, long-term debt consisted of the following (in thousands):

	As of September 30,		As of March 31,
	2023		2023
2025 Convertible Notes	$	83,525	$	83,525
Less: deferred financing fees and debt discount	(1,931)		(2,304)
Total long-term debt	$	81,594	$	81,221

2025 Convertible Notes

On November 27, 2020, the Company issued $75.0 million aggregate principal amount of 2025 Convertible Notes (the “2025 Convertible Notes”) to Magnetar Capital, LLC (“Magnetar”) under an indenture, dated as of November 27, 2020, between Legacy BARK and U.S. Bank National Association, as trustee and collateral agent (the “Indenture”). The Company received net proceeds of approximately $74.7 million from the sale of the 2025 Convertible Notes, after deducting fees and expenses of approximately $0.3 million. The Company recorded the expenses associated with the issuance of the 2025 Convertible Notes as a discount to the note and will amortize the expenses over the term of the note. The 2025 Convertible Notes will mature on December 1, 2025, unless earlier converted, redeemed or repurchased.

The 2025 Convertible Notes are governed by the Indenture. The 2025 Convertible Notes bear interest at the annual rate of 5.50%, payable entirely in payment-in-kind annually on December 1st of each year commencing December 1, 2021, compounded annually. The accrued interest of $4.4 million and $4.2 million was paid-in-kind through an increase of the outstanding principal on the 2025 Convertible Notes on December 1, 2022 and 2021, respectively.

If the 2025 Convertible Notes are not converted into common stock by the maturity date, the Company must repay the outstanding principal amount plus accrued interest.

The 2025 Convertible Notes contain call and put options to be settled in cash contingent upon the occurrence of a change of control and a default interest rate increase of 3.0% applicable upon the occurrence of an event of default that when evaluated under the guidance of ASC 815, Derivatives and Hedging, are embedded derivatives requiring bifurcation at fair value. The fair value calculation includes Level 3 inputs including the estimated fair value of the Company’s common stock and assumptions regarding the probability that the contingent call or put will be exercised

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or an event of default will occur. Management determined that the probability that the contingent events will occur was near zero at inception and has remained near zero as of September 30, 2023. Therefore, the Company did not record a derivative liability related to these features as of September 30, 2023. The Company will assess the probability of occurrence quarterly during the term of the 2025 Convertible Notes.

As of September 30, 2023 and March 31, 2023, the Company had $83.5 million of outstanding borrowings under the note purchase agreement governing the purchase and sale of the 2025 Convertible Notes agreement.

Western Alliance Bank—Line of Credit and Term Loan

In October 2017, the Company entered into a loan and security agreement (as subsequently amended, the “Western Alliance Agreement”) and issued a warrant to purchase preferred stock (“Initial Western Alliance Warrant”) to Western Alliance Bank (“Western Alliance”), which provided for a secured revolving line of credit (the “Credit Facility”) in an aggregate principal amount of up to $35.0 million with a maturity date of October 12, 2020, which was extended several times among other amendments. On October 10, 2023, the Company and Western Alliance entered into the seventeenth loan and security modification agreement, which extended the Credit Facility maturity date to October 31, 2023. On that date, the Credit Facility expired with no outstanding borrowings. The Company is evaluating alternative options or further renewal of the Credit Facility.

The interest rate for borrowings under the Credit Facility, as amended, was equal to (i) the greater of the prime rate that is published in the Money Rates section of The Wall Street Journal from time to time (the “Prime Rate”) and five and one quarter percent (5.25%), plus (ii) half of one percent (0.50%), per annum.

The Credit Facility had a borrowing base subject to an amount equal to eighty percent (80.00%) of the Company’s trailing three months of subscription revenue and an amount equal to (80.00%) of certain of the Company’s customer accounts receivable when a collateral audit is performed and sixty percent (60.00%) when no such collateral audit is performed. Western Alliance had first perfected security in substantially all of the Company’s assets, including its rights to its intellectual property.

As of September 30, 2023 and March 31, 2023, there were no outstanding borrowings under the Credit Facility.

5.    STOCKHOLDERS’ EQUITY

On August 17, 2023, the Company announced that its Board of Directors has authorized a stock repurchase program, pursuant to which the Company may repurchase, from time to time, up to an aggregate of $7.5 million of the Company’s outstanding shares of common stock, exclusive of any fees, commissions or other expenses related to such repurchases. The Company’s stock repurchase programs may be limited or terminated at any time without prior notice. The timing and actual number of shares repurchased will depend on a variety of factors, including corporate and regulatory requirements, price and other market conditions and management’s determination as to the appropriate use of our cash.

During the three and six months ended September 30, 2023, the Company purchased 2,767,684 shares of its common stock under the program in open market transactions for $4.1 million at an average price of $1.49. The repurchased shares of common stock were recorded as treasury stock and were accounted for under the cost method. None of the repurchased shares of common stock have been retired. As of September 30, 2023, $3.4 million of the authorization remained available for future share repurchases.

6.    STOCK-BASED COMPENSATION PLANS

Equity Incentive Plans

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The Barkbox, Inc. 2011 Stock Incentive Plan (as amended from time to time, the “2011 Plan”) provides for the award of stock options and other equity interests in the Company to directors, officers, employees, advisors or consultants of the Company.

On June 1, 2021, in connection with the Merger, the 2021 Equity Incentive Plan (the “2021 Plan”) became effective and 16,929,505 authorized shares of common stock were reserved for issuance thereunder. In addition, pursuant to the terms of the Merger Agreement, on the Closing Date of the Merger, options to purchase shares of Legacy BARK’s common stock previously issued under the 2011 Plan were converted into options to purchase an aggregate of 29,390,344 shares of BARK common stock.

Beginning on April 1, 2022 and ending on (and including) March 31, 2031, the aggregate number of shares of common stock that may be issued under the 2021 Plan shall increase by a number, determined by the Company’s Board of Directors (the “Board”) on or before May 1st of such fiscal year, not to exceed 5% of the total number of shares of common stock issued and outstanding on the last day of the preceding fiscal year. In April 2023, the Board approved an increase of the aggregate number of common stock that may be issued under the 2021 Plan by 8,876,143 shares. As of September 30, 2023, 17,805,142 shares of common stock were available for the Company to grant under the 2021 Stock Plan; there were no more shares available for grant under the 2011 Plan. Periodically, the Company issues new hire, promotion and other awards under the 2021 Stock Plan and awards may be forfeited resulting in the underlying shares returning to the 2021 Stock Plan.

The 2011 and 2021 Plans (together, the “Plans”) are administered by the Company’s Compensation Committee of its Board (the “Compensation Committee”). The exercise prices, vesting and other restrictions are determined by the Board, except that the exercise price per share of a stock option may not be less than 100% of the fair value of the common share on the date of grant. Stock options awarded under the Plans typically expire 10 years after the date of the grant and generally have vesting conditions of 25% on the first anniversary of the date of grant and 75% on a monthly basis at a rate of 1/36th unless otherwise determined by the Compensation Committee. Restricted stock units (“RSU”) awarded under the plan for the purchase of common stock will vest based on continued service which is generally four years. The grant date fair value of the award will be recognized as compensation expense over the requisite service period. The fair value of the RSUs is estimated on the date of grant based on the fair value of the Company’s common stock. The Plans provide that the Compensation Committee shall determine the vesting conditions of awards granted under the Plans, and the Compensation Committee has from time to time approved vesting schedules for certain awards that deviate from the vesting conditions described in the previous sentence.

Employee Stock Purchase Plan

In June 2021, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) became effective. The 2021 ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. On the first day of each fiscal year commencing on April 1, 2022 and ending on (and including) March 31, 2041, the aggregate number of shares of common stock that may be issued under the ESPP shall increase by a number, determined by the Board on or before May 1st of such fiscal year, not to exceed the lesser of (i) one percent (1%) of the total number of shares of common stock issued and outstanding on the last day of the preceding fiscal year or (ii) 1,500,000 shares of common stock. If the Board does not determine to increase the aggregate number of shares of common stock in the ESPP by May 1st of such fiscal year, such increase shall be zero.

In April 2023, the Board approved the authorization of an additional 1,500,000 shares of common stock that may be issued under the 2021 ESPP. A total of 4,885,901 shares of common stock have been reserved for future issuance under the 2021 ESPP.

Employees who elect to participate in the ESPP commence payroll withholdings that accumulate through the end of the respective offering period. In accordance with the guidance in ASC 718-50 - Compensation - Stock Compensation, the ability to purchase shares of the Company’s common stock for eighty-five percent (85%) of the lower of the price on the first day of the offering period or the last day of the offering period (i.e. the purchase date) represents an option and, therefore, the ESPP is a compensatory plan under this guidance. Accordingly, share-based compensation expense is determined based on the option’s grant-date fair value as estimated by applying the Black Scholes option-pricing model and is recognized over the withholding period.

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During the three and six months ended September 30, 2023, employees who elected to participate in the ESPP purchased a total of 246,733 shares of common stock at an average price of $1.16, resulting in cash proceeds to the Company of approximately $0.3 million. ESPP employee payroll contributions accrued as of September 30, 2023 were approximately $0.2 million, and are included within accrued and other current liabilities in the condensed consolidated balance sheet. Cash withheld via employee payroll deductions is presented in financing activities as proceeds from stock purchases under employee stock purchase plan on the consolidated statement of cash flows.

Stock Option Activity

During the six months ended September 30, 2023 the Company granted to its employees equity awards to purchase an aggregate of 1,082,500 shares of common stock with a weighted average exercise price of $1.18 vesting over a four-year period.

Restricted Stock Unit (“RSU”) Activity

During the six months ended September 30, 2023 the Company granted to its employees RSUs for the purchase of 9,579,320 shares of common stock.

In July 2023, the Company approved the Fiscal Year 2024 Management Incentive Program (“2024 Incentive Program”). Under this program, each participant’s award is denominated in shares of common stock and is subject to attainment of BARK’s performance goals as established by the Compensation Committee of the Board for fiscal year 2024. We recorded a stock compensation expense of $0.5 million during the three and six months ended September 30, 2023.

Market-based Award

On April 15, 2022, pursuant to the 2021 Plan, the Company granted its CEO a market condition performance option award for the purchase of up to 600,000 shares of the Company’s common stock. The award had a grant date fair value of approximately $0.7 million using a Monte Carlo simulation model. Options under this market-based award will vest based on achievement of stock price targets of the Company's common stock. The right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $8.00 per share for 30 consecutive days, the right to purchase 200,000 shares of common stock under the options vest when the stock price meets or exceeds $12.00 per share for 30 consecutive days, and the right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $16.00 per share for 30 consecutive days. These market-based conditions must be met in order for this option award to vest, and it is therefore possible that no awards would ultimately vest. The Company will recognize compensation expense for this award regardless of whether such conditions are met. The fair value is expensed over the requisite service period.

Stock-based Compensation

The following table summarizes the total stock-based compensation expense by function for the three and six months ended September 30, 2023 and 2022, which includes expense related to options and RSUs (in thousands):

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
General and administrative	$	3,356	$	3,545	$	6,266	$	7,583
Advertising and marketing	333		307		648		612
Total stock-based compensation expense	$	3,689	$	3,852	$	6,914	$	8,195

7.    LEASES

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The Company has operating leases for its offices and fulfillment centers. Fulfillment and customer service centers and corporate office leases expire at various dates through 2038, excluding renewal options.

The Company also leases certain equipment under operating and finance leases. The terms of equipment leases are generally five years and do not contain renewal options. These finance leases expire at various dates through 2028.

The Company’s finance leases as of September 30, 2023 and March 31, 2023 were not material and were included in property and equipment, net, on the Company’s condensed consolidated balance sheets.

The following schedule represents the components of the Company’s operating lease assets (in thousands):

		As of		As of
Leases	Classification	September 30, 2023		March 31, 2023
Assets
Operating	Operating lease right-of-use assets	$	34,772	$	36,892
Total operating lease assets		$	34,772	$	36,892
Liabilities
Operating lease liabilities (current)	Operating lease liabilities, current	$	4,831	$	5,484
Operating lease liabilities (non-current)	Operating lease liabilities	$	46,094	$	47,240
Total operating lease liabilities		$	50,925	$	52,724

For the six months ended September 30, 2023 no assets were acquired in exchange for new operating lease liabilities. For the six months ended September 30, 2022 assets acquired in exchange for new operating lease liabilities was $17.0 million. Lease expense primarily pertains to operating lease cost. Lease expense for operating leases was $1.9 million and $2.3 million for the three months ended September 30, 2023 and 2022, respectively. Lease expense for operating leases was $3.9 million and $4.5 million for the six months ended September 30, 2023 and 2022, respectively. These lease expenses were included within general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. Sublease income for the three and six months ended September 30, 2023 and 2022 was immaterial and was recorded within other income (expense), net on the Company’s condensed consolidated statements of operations and comprehensive loss.

Cash flows used in operating activities related to operating leases was approximately $2.1 million for the six months ended September 30, 2023.

8.    COMMITMENTS AND CONTINGENCIES

Litigation

On September 1, 2022, plaintiff Amber Farmer filed a complaint against BarkBox, Inc., in the U.S. District Court for the Central District of California. Farmer v. BarkBox, Inc., No. 2:22-cv-06242 (C.D. Cal.). The plaintiff alleges that BarkBox violates California’s Automatic Renewal Law, Unfair Competition Law, and Consumers Legal Remedies Act by failing to adequately disclose the automatic renewal of BarkBox’s subscription plans. The plaintiff seeks to represent a class containing all consumers who purchased a subscription from BarkBox in California. We filed a Motion to Dismiss and Motion to Compel Arbitration on November 4, 2022, which the court denied on October 6, 2023. On October 9, 2023, we filed a notice of appeal, which appeal remains pending. This case is at a very early stage and there can be no assurance that we will be successful in our defense. For this same reason, we cannot currently estimate the loss or the range of possible losses we may experience in connection with this litigation.

On August 23, 2023, a putative shareholder class action styled Vernon v. BARK, Inc., Case No. 2023-0866, was filed in the Delaware Court of Chancery against the Company and certain of its current and former directors.

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The complaint asserts a claim for declaratory relief seeking to have the renunciation of the corporate opportunity doctrine in the Company’s certification of incorporation declared invalid. Defendants’ response to the complaint is currently due November 20, 2023. This case is at a very early stage and there can be no assurance that we will be successful in our defense. For this same reason, we cannot currently estimate the loss or the range of possible losses we may experience in connection with this litigation.

In addition, we are from time to time subject to, and are presently involved in, litigation and other legal proceedings in the ordinary course of business. While it is not possible to determine the outcome of any legal proceedings brought against us, we believe that, except for the matter described above, there are no pending lawsuits or claims that, individually or in the aggregate, may have a material effect on our business, financial condition or operating results. Our view and estimate related to these matters may change in the future, as new events and circumstances arise and as the matters continue to develop.

9.    INCOME TAXES

The Company did not record a federal, state, or foreign income tax provision or benefit for the three and six months ended September 30, 2023 and 2022 due to the expected loss before income taxes to be incurred for the fiscal year ending March 31, 2024, and actual loss before income taxes incurred for the fiscal year ended March 31, 2023, as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets.

10.    OTHER INCOME, (EXPENSE)—NET

Other income (expense)—net consisted of the following:

	Three Months Ended September 30,				Six Months Ended September 30,
	2023		2022		2023		2022
Other income (expense)—net:
Other income	$	2	$	885	$	281	$	1,006
Change in fair value of warrants	130		(1,038)		1,434		4,959
	$	132	$	(153)	$	1,715	$	5,965

11.    NET LOSS PER SHARE

Basic and diluted net income (loss) per share attributable to common stockholders was calculated as follows:

	Three Months Ended September 30,				Six Months Ended September 30,
	2023		2022		2023		2022
Numerator:
Net loss attributable to common stockholders—basic and diluted	$	(10,337)	$	(10,639)	$	(22,000)	$	(26,047)
Denominator:
Weighted average common shares outstanding—basic and diluted	176,975,883		176,463,723		177,150,161		175,980,473
Net loss per share attributable to common stockholders - basic and diluted	$	(0.06)	$	(0.06)	$	(0.12)	$	(0.15)

For the three and six months ended September 30, 2023 and 2022, the Company excluded the following potential dilutive securities, which include stock options, RSUs, warrants and convertible notes from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss

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per share attributable to common stockholders is the same for the three and six months ended September 30, 2023 and 2022.

	As of
	September 30,
	2023	2022
Stock options to purchase common stock	12,750,978	16,030,898
Restricted stock units	14,425,044	8,278,983
Warrants to purchase common stock	13,036,333	13,036,333
2025 Convertible Notes as converted to common stock	8,735,314	8,279,918

The Company’s convertible notes outstanding for the three and six months ended September 30, 2023 could have obligated the Company and/or its stockholders to issue shares of common stock upon the occurrence of various future events at prices and in amounts that are not determinable until the occurrence of those future events. Because the necessary conditions for the conversion of these instruments had not been satisfied during the three and six months ended September 30, 2023, the Company excluded these instruments from the table above and the calculation of diluted net loss per share for the period. See Note 4, “Debt,” for additional details.

12.    SEGMENTS

The Company applies ASC 280, Segment Reporting, in determining reportable segments for its financial statement disclosure. The Company has two reportable segments: Direct to Consumer and Commerce. The Direct to Consumer segment derives revenue from the sale of toys & accessories and consumables through BarkBox, Super Chewer, and the companies consumables website, bark.co. The Commerce segment today derives revenue primarily from the sale of individual toys through major retailers and online marketplaces. Reporting in this format provides management with the financial information necessary to evaluate the success of the segments and the overall business. There are no internal revenue transactions between the Company’s segments.

The Chief Executive Officer, as the chief operating decision maker (“CODM”) reviews revenue and gross profit for both of the reportable segments. Gross profit is defined as revenue less cost of revenue incurred by the segment. The Company does not allocate assets at the reportable segment level as these are managed on an entity wide group basis and, accordingly, the Company does not report asset information by segments.

Key financial performance measures of the segments including revenue, cost of revenue, and gross profit are as follows (in thousands):

	Three Months Ended September 30,				Six Months Ended September 30,
	2023		2022		2023		2022
Direct to Consumer:
Revenue	$	104,312	$	117,547	$	216,198	$	235,944
Cost of revenue	36,633		45,936		78,936		93,084
Gross profit	67,679		71,611		137,262		142,860
Commerce:
Revenue	18,724		26,267		27,428		39,020
Cost of revenue	10,761		17,537		16,012		25,725
Gross profit	7,963		8,730		11,416		13,295
Consolidated:
Revenue	123,036		143,814		243,626		274,964
Cost of revenue	47,394		63,473		94,948		118,809
Gross profit	$	75,642	$	80,341	$	148,678	$	156,155

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13.    SUBSEQUENT EVENTS

Debt Extinguishment

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.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto contained in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto for the year ended March 31, 2023 contained in the Annual Report on Form 10-K filed with the SEC on June 1, 2023. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this Quarterly Report on Form 10-Q. Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references to “we”, “us”, “our”, “the Company” and “BARK” are intended to mean the business and operations of BARK, Inc. and its subsidiaries. The unaudited condensed consolidated financial statements for the three and six months ended September 30, 2023 and 2022, respectively, present the financial position and results of operations of BARK, Inc. and its wholly-owned subsidiaries.

Overview

We believe that dogs and humans are better together and we aspire to be the world’s favorite dog brand. We are a team of dog-obsessed people committed to delivering personalization at scale by satisfying each dog’s distinct personality, preferences, and needs with the best products and services. Since our founding in 2011, we have happily served millions of dogs and their people.

We are a vertically integrated, omnichannel brand serving dogs across two key categories: toys & accessories and consumables. All of our products are designed, developed, and branded BARK. We leverage an ever-growing collection of first-party data, customer insights, and machine learning to deliver personalized products and experiences tailored to the needs of each and every dog we serve. Our products are sold direct-to-consumer (“DTC”) and through our network of retail partners, which currently spans over 40,000 doors across the U.S.

We began our journey with BarkBox – a monthly-themed subscription of toys and treats, tailored to the needs of each customer based on their dog’s size, play style, allergies, and more. By viewing each dog as an individual, and by creating magical experiences for our customers, we have been able to build lasting relationships with millions of dogs and their parents. Our customer service (“Happy Team”) proactively engages around 200,000 customers each month. We use the valuable data from these customer interactions to inform the design and development of future products, and we leverage it along with machine learning technology to recommend additional products to our customers through cross-selling and Add-to-Box (“ATB”).

More recently, we have entered exciting, and much larger categories in the consumables space, which include kibble, treats, toppers, supplements, and dental products. This expansion has significantly increased our total addressable market and the number of customers we can serve. We believe that our growing first-party dataset, strong brand, and loyal customer base afford us a meaningful advantage and opportunity to win market share in these newer categories.

Certain global events, conditions and challenges

The extent to which the COVID-19 pandemic may continue to impact our business will depend on future developments related to any resurgence or geographic spread of the disease, any mutations or emergence of new diseases, and the duration and severity of potential outbreaks. In the past, the COVID-19 pandemic resulted in travel restrictions, required social distancing, business closures, governmental and business disruptions, and other actions taken by the United States government and the governments of other countries. While conditions appear to have improved, the COVID-19 pandemic has had, and continues to have, unprecedented and unexpected effects on the global economy, civil society, labor markets, and certain industries. As a result, it is difficult to predict the magnitude or scope of the impact that these effects may have directly, or indirectly, on our business, operating results and financial condition in the future.

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In the past, we have experienced increases in inbound freight costs due to the challenges in the import market, as transpacific ships and trade lanes continue to be overburdened with volume and experience a significant shortage of equipment and capacity due to the COVID-19 pandemic and other macroeconomic challenges affecting the global supply chain. Increases in freight costs and supply chain disruptions may continue and could impact our business, in particular as a result of global conditions that are created or driven by market factors or international events, such as increased inflation and the war in Israel and the Ukraine.

Although we have no operations in or direct exposure to Israel, Russia, Belarus and Ukraine, we may experience limited constraints in availability and increasing costs required to obtain some materials and supplies due, in part, to the negative impact of the war in Israel and the Ukraine on the global economy. To date, our business has not been materially impacted by these conflicts, however, as these conflicts continue or worsen, it may impact our business, financial condition or results of operations.

Macroeconomic events and challenges

Macroeconomic conditions and the related impact on levels of consumer spending impacts our business as purchases of discretionary items tend to decline when disposable income is lower or when there are recessions, inflationary pressures or other economic uncertainty. Inflation, rising interest rates, higher fuel and energy costs and commodity prices, reductions in net worth based on market declines and uncertainty, home prices, credit availability and consumer debt levels, concerns of a global banking crisis, political instability due to war or other geopolitical factors and other macroeconomic pressures and general uncertainty regarding the overall future economic environment have led to recession fears and created a challenging environment.

We cannot predict the duration or magnitude of such impacts. Please refer to the “Special Note Regarding Forward-Looking Statements” and the “Risk Factors” in this Quarterly Report on Form 10-Q.

Key Performance Indicators

We use the following key financial and operating metrics to evaluate our business and operations, measure our performance, identify trends affecting our business, project our future performance, and make strategic decisions. These key financial and operating metrics should be read in conjunction with the following discussion of our results of operations and financial condition together with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q.

	Three Months Ended September 30,						Six Months Ended September 30,
	2023			2022			2023			2022
Total Orders (in thousands)	3,361			3,689			6,921			7,557
Average Order Value	$	31.03		$	31.87		$	31.24		$	31.22
Direct to Consumer Gross Profit (in thousands)	$	67,679		$	71,611		$	137,262		$	142,860
Direct to Consumer Gross Margin	64.9		%	60.9		%	63.5		%	60.5		%

Total Orders

We define Total Orders as the total number of Direct to Consumer orders shipped in a given period. These include all orders across all of our product categories, regardless of whether they are purchased on a subscription, auto-ship, or one-off basis.

Average Order Value

Average Order Value (“AOV”) is Direct to Consumer revenue for the period divided by Total Orders for the same period.

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Components of Our Results of Operations

We operate with two reportable segments: Direct to Consumer and Commerce, to reflect the way our Chief Executive Officer, who is our CODM, reviews and assesses the performance of the business.

Revenue

The Company generates revenue through its Direct to Consumer and Commerce segments, each of which participate in the sale of the Company’s Toys & Accessories and Consumables product lines. See below for additional information.

Toys & Accessories (“toys”)—The majority of our revenue in the toys category is derived from BarkBox and Super Chewer, which are subscription products that feature monthly themed boxes of premium-quality BARK toys and treats that are delivered directly to a dog’s home. Customers have the option to subscribe to these products on monthly, six month, or annual basis. Subscription revenue is recognized at a point in time as control is transferred to the subscriber upon delivery of each monthly box. During the life of their subscription, we offer customers incremental products via Add to Box (“ATB”), which enables us to cross-sell customers into our full portfolio of products, including kibble, treats, toppers, dental and more. ATB revenue is recognized at a point in time as control is transferred to the customer upon delivery of goods to the subscriber.

We also sell toys through our Commerce segment which is a network of retail partners and online major market places. This distribution channel allows us to reach new customers and introduce them to the BARK brand. Commerce revenue derived from our retail partners is recognized net of estimates for sales returns, discounts, markdowns and allowances, after the goods are shipped, or when the retail customer picks up the goods directly from one of our distribution points and control of the goods is transferred to the customer. Online marketplaces revenue is recognized upon delivery of goods to the end customer.

Our toys category also includes revenue derived from the sale of other products such as beds, leashes, apparel, and other miscellaneous products.

Consumables—The majority of our consumables revenue today is derived from the treats and chews that are included in our BarkBox and Super Chewer boxes. Over the past two years, the Company has expanded into new and larger consumables markets such as kibble, toppers, supplements and dental products. To sell these products, the Company recently launched a new consumables website, bark.co, which contains the majority of its consumables portfolio, all of which can be purchased on a recurring, auto-ship, or one-off basis. Revenue related to bark.co is recognized at a point in time, as control is transferred to the customer upon each delivery.

Treats— Includes treats and chews included in our BarkBox and Super Chewer boxes, as well as the sale of treats on our consumables website. Many of our treats feature monthly themes, similar to our toys. Today, BARK is one of the largest treat brands in the U.S. by revenue, even without any current sales of treats in retail. The Company is currently in discussions with its retail partners to begin selling treats through its retail network.

Toppers—Includes meal-enhancing sprinkles, broths and bites that are added to a dog’s food to enhance the flavor of their food. These toppers are often single ingredient proteins that can be easily added to a dog’s existing meal plan. Toppers are particularly beneficial for picky eaters.

Supplements—Includes a variety of dog supplements such as hip and joint support, and skin and coat support. These products are often targeted at specific breeds that are prone to certain ailments.

Kibble—We sell a variety of kibble, priced to compete with the mass premium category. While our kibble can be purchased on an individual basis, we entered this market with a breed-based approach that recommends meal plans consisting of a mix of kibble, toppers, and supplements based on the characteristics and personalities of various dog breeds. For example, because German Shepherds are prone to hip issues, we recommend hip and joint support supplements with the purchase of their kibble. If that dog is also a picky eater, we will recommend adding one of our toppers. This enhances our average order value and margin profile.

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Dental—Also known as BARK Bright, this category includes a variety of chews and toothpastes aimed at improving your dog’s dental health. BARK Bright eliminates the arduous task of brushing a dog’s teeth while still effectively fighting germs and bad breath. Our BARK Bright dental kit provides an innovative regimen for dog dental care.

Overall, we see significant runway in our consumables category long-term, and anticipate the majority of our future growth may be driven by these product categories.

Cost of Revenue

Cost of revenue primarily consists of the purchase price of inventory sold, inbound freight costs associated with inventory, shipping supply costs, and inventory shrinkage costs.

Operating Expenses

Operating expenses consist of general and administrative and advertising and marketing expenses.

General and Administrative

General and administrative expenses consist primarily of compensation and benefits costs, including stock-based compensation expense, office expense, including rent, insurance, professional service fees, and other general overhead costs including depreciation and amortization of right-of-use, fixed and intangible assets, account management support teams, and commissions. General and administrative expenses also include fees charged by third parties that provide payment processing services, fulfillment costs, which represent costs incurred in operating and staffing fulfillment and customer service centers, including costs attributable to receiving, inspecting, picking, packaging and preparing customer orders for shipment, outbound freight costs associated with shipping orders to customers, and responding to inquiries from customers.

Advertising and Marketing

Advertising and marketing expense consists primarily of internet advertising, promotional items, agency fees, other marketing costs and compensation and benefits expenses, including stock-based compensation expense, for employees engaged in advertising and marketing.

Interest Income

Interest income primarily consists income earned on our money market funds and interest-bearing deposit accounts.

Interest Expense

Interest expense primarily consists of interest incurred under our line of credit and convertible promissory notes agreement, and amortization of debt issuance costs.

Other Income (Expense), Net

Other income (expense), net, primarily consists of changes in the fair value of our warrant liabilities.

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Results of Operations

We operate in two reportable segments to reflect the way our CODM reviews and assesses the performance of the business. See Note 2, “Summary of Significant Accounting Policies,” in our condensed consolidated financial statements for the three and six months ended September 30, 2023 and 2022 included elsewhere in this Quarterly Report on Form 10-Q.

	Three Months Ended  September 30,						Six Months Ended September 30,
	2023		2022		% Change		2023		2022		% Change
	(in thousands)						(in thousands)
Condensed Consolidated Statements of Operation and Comprehensive Loss Data:
Revenue
Direct to Consumer	$	104,312	$	117,547	(11.3)	%	$	216,198	$	235,944	(8.4)	%
Commerce	18,724		26,267		(28.7)	%	27,428		39,020		(29.7)	%
Total revenue	123,036		143,814		(14.4)	%	243,626		274,964		(11.4)	%
Cost of revenue
Direct to Consumer	36,633		45,936		(20.3)	%	78,936		93,084		(15.2)	%
Commerce	10,761		17,537		(38.6)	%	16,012		25,725		(37.8)	%
Total cost of revenue	47,394		63,473		(25.3)	%	94,948		118,809		(20.1)	%
Gross profit	75,642		80,341		(5.8)	%	148,678		156,155		(4.8)	%
Operating expenses:
General and administrative	68,931		74,156		(7.0)	%	138,352		153,745		(10.0)	%
Advertising and marketing	17,810		15,331		16.2	%	35,429		31,694		11.8	%
Total operating expenses	86,741		89,487		(3.1)	%	173,781		185,439		(6.3)	%
Loss from operations	(11,099)		(9,146)		21.4	%	(25,103)		(29,284)		(14.3)	%
Interest income	1,996		—		N/M		4,133		—		N/M
Interest expense	(1,366)		(1,340)		2.0	%	(2,745)		(2,728)		0.7	%
Other income, net	132		(153)		N/M		1,715		5,965		N/M
Net Loss before income taxes	(10,337)		(10,639)		(2.8)	%	(22,000)		(26,047)		(15.5)	%
Provision for income taxes	—		—		0.0	%	—		—		0.0	%
Net loss and comprehensive loss	$	(10,337)	$	(10,639)	(2.8)	%	$	(22,000)	$	(26,047)	(15.5)	%
N/M means not meaningful.

23

Comparison of the Three Months Ended September 30, 2023 and September 30, 2022

Revenue

	Three Months Ended September 30,
	2023			2022			$ Change		% Change
	( in thousands)
Revenue
Direct to Consumer	$	104,312		$	117,547		$	(13,235)	(11.3)	%
Commerce	18,724			26,267			(7,543)		(28.7)	%
Total revenue	$	123,036		$	143,814		$	(20,778)	(14.4)	%
Percentage of Revenue
Direct to Consumer	84.8		%	81.7		%
Commerce	15.2		%	18.3		%

Direct to Consumer revenue decreased by $13.2 million, or 11.3%, for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. This decrease was primarily driven by a 8.9%, or 0.3 million decrease in Total Orders, and a $0.84 or 2.6% decrease in AOV.

Commerce revenue decreased by $7.5 million for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. This decrease was primarily driven by a decrease in sales volume related to inventory reduction initiatives by our retail partners, macroeconomic headwinds applying downward pressure impacting revenue performance, and shift in timing of seasonal product orders.

Gross Profit

	Three Months Ended September 30,
	2023			2022			$ Change		% Change
	( in thousands)
Gross Profit
Direct to Consumer	$	67,679		$	71,611		$	(3,932)	(5.5)	%
Commerce	7,963			8,730			(767)		(8.8)	%
Total gross profit	$	75,642		$	80,341		$	(4,699)	(5.8)	%
Percentage of revenue	61.5		%	55.9		%

Direct to Consumer gross profit decreased by $3.9 million while Commerce gross profit decreased by $0.8 million for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. The decrease in Direct to Consumer gross profit is primarily attributable to a decrease in revenue partially offset by lower costs from our suppliers. The decrease in Commerce gross profit is primarily attributable lower volume as discussed above.

Gross profit as a percentage of revenue increased 5.6% for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. Direct to Consumer gross margin was 64.9%, 400 basis points higher than the same period last year. The increase in Direct to Consumer gross margin is attributable to product cost and inbound freight improvements. Commerce gross margin was 42.5%, 900 basis points higher than the same period last year. The increase in commerce gross margin is primarily attributable to lower promotional costs and product cost improvements.

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Operating Expenses

General and Administrative Expense

	Three Months Ended September 30,
	2023			2022			$ Change		% Change
	( in thousands)
Other general and administrative	$	34,473		$	35,549		$	(1,076)	(3.0)%
Shipping and fulfillment	34,458			38,607			(4,149)		(10.7)%
Total General and administrative	68,931			74,156			$	(5,225)	(7.0)%
Percentage of revenue	56.0		%	51.6		%

Total general and administrative expense decreased by $5.2 million, or 7.0%, for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. This decrease during the period was primarily due to a decrease in shipping and fulfillment expense of $4.1 million due to lower volumes, a $1.7 million decrease in compensation expense due to lower headcount, and a $2.2 million decrease in consultant fees compared to the prior period. The decrease in general and administrative expense was offset by non-cash impairment charges of $3.0 million relating to previously capitalized software costs and prepaid software licenses in addition to $1.4 million of reduction in force costs.

Advertising and Marketing

	Three Months Ended September 30,
	2023			2022			$ Change		% Change
	( in thousands)
Advertising and marketing	$	17,810		$	15,331		$	2,479	16.2%
Percentage of revenue	14.5		%	10.7		%

Advertising and marketing expense increased by $2.5 million, or 16.2%, for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. The increase is primarily attributable to increased marketing spend.

Interest Income

	Three Months Ended September 30,
	2023			2022			$ Change		% Change
	( in thousands)
Interest income	$	1,996		$	—		$	1,996	N/M
Percentage of revenue	1.6		%	—		%

Interest income was $2.0 million for the three months ended September 30, 2023. The Company did not record any interest income during three months ended September 30, 2022. The increase in interest income is due to interest earned on our money market funds and interest-bearing deposit accounts.

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Interest Expense

	Three Months Ended September 30,
	2023			2022			$ Change		% Change
	( in thousands)
Interest expense	$	(1,366)		$	(1,340)		$	(26)	2.0%
Percentage of revenue	(1.1)		%	(0.9)		%

Interest expense remained relatively flat for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. Interest expense for each period is derived from the Company’s 2025 Convertible Notes.

Other Income (Expense), Net

	Three Months Ended September 30,
	2023			2022			$ Change		% Change
	( in thousands)
Other income (expense), net	$	132		$	(153)		$	285	N/M
Percentage of revenue	0.1		%	(0.1)		%
N/M means not meaningful.

Other income (expense), net increased by $0.3 million for the three months ended September 30, 2023 compared to the three months ended September 30, 2022. This increase in other income, net, was primarily due to an increase of $1.2 million of other income related to the changes in fair value of our warrant liabilities, offset by a decrease in other income due to a $0.8 million related to a state workforce incentive that the Company received in prior period.

Comparison of the Six Months Ended September 30, 2023 and September 30, 2022

Revenue

	Six Months Ended September 30,
	2023			2022			$ Change		% Change
	( in thousands)
Revenue
Direct to Consumer	$	216,198		$	235,944		$	(19,746)	(8.4)	%
Commerce	27,428			39,020			(11,592)		(29.7)	%
Total revenue	$	243,626		$	274,964		$	(31,338)	(11.4)	%
Percentage of Revenue
Direct to Consumer	88.7		%	85.8		%
Commerce	11.3		%	14.2		%

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Direct to Consumer revenue decreased by $19.7 million, or 8.4%, for the six months ended September 30, 2023 compared to the six months ended September 30, 2022. This decrease was primarily driven by the 8.4% or 0.6 million decrease in Total Orders.

Commerce revenue decreased by $11.6 million for the six months ended September 30, 2023 compared to the six months ended September 30, 2022. This decrease was primarily driven by a decrease in sales volume related to inventory reduction initiatives by our retail partners, macroeconomic headwinds applying downward pressure impacting revenue performance, and shift in timing of seasonal product orders.

Gross Profit

	Six Months Ended September 30,
	2023			2022			$ Change		% Change
	( in thousands)
Gross Profit
Direct to Consumer	$	137,262		$	142,860		$	(5,598)	(3.9)	%
Commerce	11,416			13,295			(1,879)		(14.1)	%
Total gross profit	$	148,678		$	156,155		$	(7,477)	(4.8)	%
Percentage of revenue	61.0		%	56.8		%

Direct to Consumer and Commerce gross profit decreased by $5.6 million and $1.9 million, respectively, for the six months ended September 30, 2023 compared to the six months ended September 30, 2022. The decrease in Direct to Consumer gross profit is primarily attributable to a decrease in revenue offset by lower costs from our suppliers. The decrease in Commerce gross profit is primarily attributable to the lower volume as discussed above offset by lower costs from our suppliers.

Gross profit as a percentage of revenue increased 420 basis points for the six months ended September 30, 2023 compared to the six months ended September 30, 2022. Direct to Consumer gross margin was 63.5%, 300 basis points higher than the same period last year. The increase in Direct to Consumer gross margin is attributable to product cost improvements. Commerce gross margin was 41.6%, 750 basis points higher than the same period last year. The increase in commerce gross margin is primarily attributable to lower promotional costs and product cost improvements.

Operating Expenses

General and Administrative Expense

	Six Months Ended September 30,
	2023			2022			$ Change		% Change
	( in thousands)
Other general and administrative	$	67,651		$	74,037		$	(6,386)	(8.6)	%
Shipping and fulfillment	$	70,701		$	79,708		(9,007)		(11.3)	%
Total General and administrative	$	138,352		$	153,745		$	(15,393)	(10.0)	%
Percentage of revenue	56.8		%	55.9		%

General and administrative expense decreased by $15.4 million, or 10.0%, for the six months ended September 30, 2023 compared to the six months ended September 30, 2022. This decrease during the period was primarily due to: decreased fulfillment and shipping costs of $9.0 million attributable to lower volumes, decreased compensation expense of $3.8 million due to a decrease in headcount, decreased consulting fees of $2.7 million, decreased donation expense of $1.4 million, and decreased professional and legal expense compared to the prior period. The decrease in general and administrative expense was offset by non-cash impairment charges of $3.0

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million relating to previously capitalized software costs and prepaid software licenses in addition to $1.5 million in reduction in force costs.

Advertising and Marketing

	Six Months Ended September 30,
	2023			2022			$ Change		% Change
	( in thousands)
Advertising and marketing	$	35,429		$	31,694		$	3,735	11.8	%
Percentage of revenue	14.5		%	11.5		%

Advertising and marketing expense increased by $3.7 million, or 11.8%, for the six months ended September 30, 2023 compared to the six months ended September 30, 2022. The increase during the period is attributable to increased marketing spend.

Interest Income

	Six Months Ended September 30,
	2023			2022			$ Change		% Change
	( in thousands)
Interest income	$	4,133		$	—		$	4,133	N/M
Percentage of revenue	1.7		%	—		%

Interest income increased by $4.1 million for the six months ended September 30, 2023 compared to the six months September 30, 2022. The increase in interest income is due to interest earned on our money market funds and interest-bearing deposit accounts.

Interest Expense

	Six Months Ended September 30,
	2023			2022			$ Change		% Change
	( in thousands)
Interest expense	$	(2,745)		$	(2,728)		$	(17)	0.7%
Percentage of revenue	(1.1)		%	(1.0)		%

Interest expense remained relatively flat for the six months ended September 30, 2023 compared to the six months ended September 30, 2022. Interest expense for each period is derived from the Company’s 2025 Convertible Notes.

Other Income, Net

	Six Months Ended September 30,
	2023			2022			$ Change		% Change
	( in thousands)
Other income, net	$	1,715		$	5,965		$	(4,250)	N/M
Percentage of revenue	0.7		%	2.2		%
N/M means not meaningful.

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Other income, net decreased by $4.3 million for the six months ended September 30, 2023 compared to the six months ended September 30, 2022. The decrease in other income, net, was primarily due to a decrease of $3.5 million of other income related to the changes in fair value of our warrant liabilities, and a decrease of $0.8 million related to a state workforce incentive that the Company received in prior period.

Non-GAAP Financial Measures

We report our financial results in accordance with U.S. GAAP. However, management believes that Adjusted Net Loss, Adjusted Net Loss Margin, Adjusted Net Loss Per Common Share, Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow, all non-GAAP financial measures (together the “Non-GAAP Measures”), provide investors with additional useful information in evaluating our performance.

We calculate Adjusted Net Loss as net income loss, adjusted to exclude: (1) stock-based compensation expense, (2) change in fair value of warrants and derivatives, (3) sales and use tax (income), (4) non-cash impairment of previously capitalized software and prepaid software licenses, (5) restructuring charges related to reduction in force payment (5) duplicate headquarters rent expense, and (6) other items (as defined below).

We calculate Adjusted Net Loss Margin by dividing Adjusted Net Loss for the period by Revenue for the period.

We calculate Adjusted Net Loss Per Common Share by dividing Adjusted Net Loss for the period by weighted average common shares used to compute net loss per share attributable to common stockholders for the period.

We calculate Adjusted EBITDA as net loss, adjusted to exclude: (1) interest income, (2) interest expense (3) depreciation and amortization, (4) stock-based compensation expense, (5) change in fair value of warrants and derivatives, (6) sales and use tax income, (7) non-cash impairment of previously capitalized software, (8) restructuring charges related to reduction in force payment, (9) duplicate headquarters rent expense, and (10) other items (as defined below).

We calculate Adjusted EBITDA Margin by dividing Adjusted EBITDA for the period by revenue for the period.

We calculate Free Cash Flow as net cash provided by (used in) operating activities less capital expenditures.

The Non-GAAP Measures are financial measures that are not required by, or presented in accordance with U.S. GAAP. We believe that the Non-GAAP Measures, when taken together with our financial results presented in accordance with U.S. GAAP, provides meaningful supplemental information regarding our operating performance and facilitates internal comparisons of our historical operating performance on a more consistent basis by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of the Non-GAAP Measures are helpful to our investors as they are measures used by management in assessing the health of our business, determining incentive compensation and evaluating our operating performance, as well as for internal planning and forecasting purposes.

The Non-GAAP Measures are presented for supplemental informational purposes only, have limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. Some of the limitations of the Non-GAAP Measures include that (1) the measures do not properly reflect capital commitments to be paid in the future, (2) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA and Adjusted EBITDA Margin do not reflect these capital expenditures, (3) Adjusted EBITDA and Adjusted EBITDA Margin do not consider the impact of stock-based compensation expense, which is an ongoing expense for our company, (4) Adjusted EBITDA and Adjusted EBITDA Margin do not reflect other non-operating expenses, including interest expense. In addition, our use of the Non-GAAP Measures may not be comparable to similarly titled measures of other companies because they may not calculate the Non-GAAP Measures in the same manner, limiting their usefulness as a comparative measure. Because of these limitations, when evaluating our performance, you should consider the Non-GAAP Measures alongside other financial measures, including our net income (loss) and other results stated in accordance

29

with U.S. GAAP, and (5) Free cash flow does not represent the total residual cash flow available for discretionary purposes and does not reflect our future contractual commitments.

The following table presents a reconciliation of Adjusted Net Loss to Net loss, the most directly comparable financial measure stated in accordance with U.S. GAAP, and the calculation of net loss margin, Adjusted Net Loss Margin and Adjusted Net Loss Per Common Share for the periods presented:

Adjusted Net Loss

	Three Months Ended September 30,						Six Months Ended September 30,
	2023			2022			2023			2022
	(in thousands, except per share data)
Net loss	$	(10,337)		$	(10,639)		$	(22,000)		$	(26,047)
Stock-based compensation expense	3,689			3,852			6,914			8,195
Change in fair value of warrants and derivatives	(130)			1,038			(1,434)			(4,959)
Sales and use tax income (1)	(68)			(148)			(137)			(231)
Impairment of assets	2,970			—			2,970			—
Restructuring	1,442			—			1,543			—
Duplicate headquarters rent	21			603			46			1,206
Other items (2)	973			(56)			1,117			49
Adjusted net income (loss)	$	(1,440)		$	(5,350)		$	(10,981)		$	(21,787)
Net income (loss) margin	(8.40)		%	(7.40)		%	(9.03)		%	(9.47)		%
Adjusted net loss margin	(1.17)		%	(3.72)		%	(4.51)		%	(7.92)		%
Adjusted net loss per common share - basic and diluted	$	(0.01)		$	(0.03)		$	(0.06)		$	(0.12)
Weighted average common shares used to compute adjusted net loss per share attributable to common stockholders - basic and diluted	176,975,883			176,463,723			177,150,161			175,980,473
Weighted average common shares used to compute adjusted net loss per share attributable to common stockholders - diluted	176,975,883			176,463,723			177,150,161			175,980,473

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The following table presents a reconciliation of Adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with U.S. GAAP, and the calculation of net loss margin and Adjusted EBITDA Margin for the periods presented:

Adjusted EBITDA

	Three Months Ended September 30,						Six Months Ended September 30,
	2023			2022			2023			2022
	(in thousands)						(in thousands)
Net loss	$	(10,337)		$	(10,639)		$	(22,000)		$	(26,047)
Interest income	(1,996)			—			(4,133)			—
Interest expense	1,366			1,340			2,745			2,728
Depreciation and amortization expense	3,074			2,000			5,941			4,017
Stock-based compensation expense	3,689			3,852			6,914			8,195
Change in fair value of warrants and derivatives	(130)			1,038			(1,434)			(4,959)
Sales and use tax income (1)	(68)			(148)			(137)			(231)
Impairment of assets	2,970			—			2,970			—
Restructuring	1,442			—			1,543			—
Duplicate headquarters rent	21			603			46			1,206
Other items (2)	973			(56)			1,117			49
Adjusted EBITDA	$	1,004		$	(2,010)		$	(6,428)		$	(15,042)
Net loss margin	(8.40)		%	(7.40)		%	(9.03)		%	(9.47)		%
Adjusted EBITDA margin	0.82		%	(1.40)		%	(2.64)		%	(5.47)		%

I

(1)Sales and use tax expense relates to recording a liability for sales and use tax we did not collect from our customers. Historically, we had collected state or local sales, use, or other similar taxes in certain jurisdictions in which we only had physical presence. On June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc., that state and local jurisdictions may, at least in certain circumstances, enforce a sales and use tax collection obligation on remote vendors that have no physical presence in such jurisdiction. A number of states have positioned themselves to require sales and use tax collection by remote vendors and/or by online marketplaces. The details and effective dates of these collection requirements vary from state to state and accordingly, we recorded a liability in those periods in which we created economic nexus based on each state’s requirements. Accordingly, we now collect, remit, and report sales tax in all states that impose a sales tax. Subsequently, as certain of these liabilities are waived by tax authorities or the applicable statute of limitations expires, the related accrued liability is reversed.

(2)    For the three months ended September 30, 2023, other items is primarily comprised of the expense related to non-recurring retention payments to management of $0.4 million, warehouse consolidation costs of $0.2 million and executive transition costs including recruiting costs of $0.4 million. For the three months ended September 30,2022, other items is comprised of executive transition costs including recruiting costs of $(0.1) million. For the six months ended September 30, 2023, other items is primarily comprised of the expense related to non-recurring retention payments to management of $0.6 million, warehouse consolidation costs of $0.2 million and executive transition

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costs including recruiting costs of $0.4 million. For the six months ended September 30, 2022, other items is primarily comprised of executive transition costs including recruiting costs of less than $0.1 million.

The following table presents a reconciliation of Free Cash Flow to Net cash provided by (used in) operating activities, the most directly comparable financial measure prepared in accordance with GAAP, for each of the periods indicated:

Free Cash Flow

	Three Months Ended September 30,				Six Months Ended September 30,
	2023		2022		2023		2022
Free cash flow reconciliation:
Net cash provided by (used in) operating activities	$	2,825	$	(2,138)	$	(7,916)	$	(19,563)
Capital expenditures	(1,961)		(9,373)		(4,933)		(14,108)
Free cash flow	$	864	$	(11,511)	$	(12,849)	$	(33,671)

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Liquidity and Capital Resources

Since inception, we have funded our operations with proceeds from sales of our capital stock and proceeds from borrowings in addition to cash generated by our operations. As of September 30, 2023, we had cash and cash equivalents of approximately $160.5 million. We expect that our cash and cash equivalents, together with cash provided by our operating activities and proceeds from borrowings (as defined below), will be sufficient to fund our operations for at least the next 12 months. We are required to comply with certain financial and non-financial covenants related to our borrowing agreements, which we expect to be in compliance with during the next 12 months. Our future capital requirements will depend on many factors, including our pace of new and existing customer growth and our investments in partnerships and unexplored channels. We may be required to seek additional equity or debt financing.

2025 Convertible Notes

On November 27, 2020, the Company issued $75.0 million aggregate principal amount of 2025 Convertible Notes (the “2025 Convertible Notes”) to Magnetar Capital, LLC (“Magnetar”) under an indenture, dated as of November 27, 2020, between Legacy BARK and U.S. Bank National Association, as trustee and collateral agent (the “Indenture”). The Company received net proceeds of approximately $74.7 million from the sale of the 2025 Convertible Notes, after deducting fees and expenses of approximately $0.3 million. The Company recorded the expenses associated with the issuance of the 2025 Convertible Notes as a discount to the note and will amortize the expenses over the term of the note. The 2025 Convertible Notes will mature on December 1, 2025, unless earlier converted, redeemed or repurchased.

The 2025 Convertible Notes are governed by the Indenture. The 2025 Convertible Notes bear interest at the annual rate of 5.50%, payable entirely in payment-in-kind annually on December 1st of each year commencing December 1, 2021, compounded annually. The accrued interest of $4.4 million and $4.2 million was paid-in-kind through an increase of the outstanding principal on the 2025 Convertible Notes on December 1, 2022 and 2021, respectively.

If the 2025 Convertible Notes are not converted into common stock by the maturity date, the Company must repay the outstanding principal amount plus accrued interest.

The 2025 Convertible Notes contain call and put options to be settled in cash contingent upon the occurrence of a change of control and a default interest rate increase of 3.0% applicable upon the occurrence of an event of default that when evaluated under the guidance of ASC 815, Derivatives and Hedging, are embedded derivatives requiring bifurcation at fair value. The fair value calculation includes Level 3 inputs including the estimated fair value of the Company’s common stock and assumptions regarding the probability that the contingent call or put will be exercised or an event of default will occur. Management determined that the probability that the contingent events will occur was near zero at inception and has remained near zero as of September 30, 2023. Therefore, the Company did not record a derivative liability related to these features as of September 30, 2023. The Company will assess the probability of occurrence quarterly during the term of the 2025 Convertible Notes.

As of September 30, 2023 and March 31, 2023, the Company had $83.5 million of outstanding borrowings under the note purchase agreement governing the purchase and sale of the 2025 Convertible Notes agreement.

Western Alliance Bank—Line of Credit and Term Loan

In October 2017, the Company entered into a loan and security agreement (as subsequently amended, the “Western Alliance Agreement”) and issued a warrant to purchase preferred stock (“Initial Western Alliance Warrant”) to Western Alliance Bank (“Western Alliance”), which provided for a secured revolving line of credit (the “Credit Facility”) in an aggregate principal amount of up to $35.0 million with a maturity date of October 12, 2020, which was extended several times among other amendments. On October 10, 2023, the Company and Western

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Alliance entered into the seventeenth loan and security modification agreement, which extended the Credit Facility maturity date to October 31, 2023. On that date, the Credit Facility expired with no outstanding borrowings. The Company is evaluating alternative options or further renewal of the Credit Facility.

The interest rate for borrowings under the Credit Facility, as amended, was equal to (i) the greater of the prime rate that is published in the Money Rates section of The Wall Street Journal from time to time (the “Prime Rate”) and five and one quarter percent (5.25%), plus (ii) half of one percent (0.50%), per annum.

The Credit Facility had a borrowing base subject to an amount equal to eighty percent (80.00%) of the Company’s trailing three months of subscription revenue and an amount equal to (80.00%) of certain of the Company’s customer accounts receivable when a collateral audit is performed and sixty percent (60.00%) when no such collateral audit is performed. Western Alliance had first perfected security in substantially all of the Company’s assets, including its rights to its intellectual property.

As of September 30, 2023 and March 31, 2023, there were no outstanding borrowings under the Credit Facility.

Cash Flows

Comparison of the Six Months Ended September 30, 2023 and 2022.

The following table summarizes our cash flows for the six months ended September 30, 2023 and 2022:

	Six Months Ended September 30,
	2023		2022
	(in thousands)
Net cash used in operating activities	$	(7,916)	$	(19,563)
Net cash used in investing activities	(4,933)		(14,108)
Net cash provided by (used in) financing activities	(4,665)		586
Effect of exchange rate changes on cash	55		2
Net increase (decrease) in cash and restricted cash	$	(17,459)	$	(33,083)

Cash flows used in Operating Activities

Net cash flows used in operating activities represent the cash receipts and disbursements related to our activities other than investing and financing activities.

Net cash flows used in operating activities is derived by adjusting our net loss for:

•non-cash operating items such as depreciation and amortization, stock-based compensation and other non-cash income or expenses; and

•changes in operating assets and liabilities reflect timing differences between the receipt and payment of cash associated with transactions.

For the six months ended September 30, 2023, net cash used in operating activities was $7.9 million. The $7.9 million of net cash used in operating activities consisted of net loss of $22.0 million adjusted for non-cash charges totaling $17.9 million and a net increase of $3.8 million in our net operating assets and liabilities. The non-cash charges primarily consisted of $1.4 million for changes in fair value of warrants, $6.9 million for stock based compensation, impairment of $3.0 million and $5.9 million for depreciation and amortization. The decrease in our net operating assets and liabilities was primarily driven by a reduction accounts payable of $6.4 million related to lower inventory purchases and lower general and administrative expense offset by a reduction of inventory of $14.1 million.

For the six months ended September 30, 2022, net cash used in operating activities was $19.6 million. The $19.6 million of net cash used in operating activities consisted of net loss of $26.0 million adjusted for non-cash charges totaling $10.7 million and a net decrease of $4.2 million in our net operating assets and liabilities. The non-

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cash charges primarily consisted of $5.0 million for changes in fair value of warrants, $8.2 million for stock based compensation, and $4.0 million for depreciation and amortization. The decrease in our net operating assets and liabilities was driven by the changes in inventory of $7.6 million to support demand, accounts payable and accrued expenses of $14.4 million related to increased expenditures to support general business growth, as well as the timing of payments, other liabilities of $0.2 million, and prepaid expenses and other current assets of $0.5 million. The decrease in our net operating assets and liabilities was partially offset by the change in deferred revenue of $(2.7) million, and accounts receivable of $8.1 million.

Cash flows used in Investing Activities

For the six months ended September 30, 2023 and 2022, net cash used in investing activities was $4.9 million and $14.1 million, respectively, primarily due to capital expenditures.

Cash flows provided by Financing Activities

For the six months ended September 30, 2023, net cash used in financing activities was $4.7 million, primarily due to payments to repurchase common stock of $4.1 million, offset by proceeds from the issuance of common stock under the ESPP plan.

For the six months ended September 30, 2022, net cash provided by financing activities was de minimis as the payment of capital leases of $0.3 million was offset by proceeds from the exercise of stock options of $0.9 million.

Critical Accounting Policies and Estimates

Our management's discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported revenue generated and expenses incurred during the reporting periods. Our estimates are based on our historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about items that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Except as described in Note 2, “Summary of Significant Accounting Policies – Recent Accounting Pronouncements,” to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q, there have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in our audited consolidated financial statements and notes thereto for the year ended March 31, 2023 contained in the Annual Report on Form 10-K filed with the SEC on June 1, 2023.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We had cash and cash equivalents of approximately $160.5 million as September 30, 2023. As of September 30, 2023, the Company held $92.0 million in money market accounts. The Company does not have any other investments. We have not been exposed, nor do we anticipate being exposed, to material risks due to changes in interest rates. A hypothetical 10% increase in interest rates during any of the periods presented would not have had a material impact on our condensed consolidated financial statements.

We are primarily exposed to changes in short-term interest rates with respect to our cost of borrowing under our Western Alliance Agreement. As of September 30, 2023 there are no outstanding borrowings under the Credit Facility. On October 31, 2023, the Credit Facility expired with no outstanding borrowings. The Company is evaluating alternative options or further renewal of the Credit Facility.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition, or results of operations. Nonetheless, if our costs or if consumer discretionary spending were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases or demand for our products could decrease.

Foreign Exchange Risk

We operate our business primarily within the United States and currently execute the majority of our transactions in U.S. dollars. We have not utilized hedging strategies with respect to such foreign exchange exposure. This limited foreign currency translation risk is not expected to have a material impact on our consolidated financial statements.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On September 1, 2022, plaintiff Amber Farmer filed a complaint against BarkBox, Inc., in the U.S. District Court for the Central District of California. Farmer v. BarkBox, Inc., No. 2:22-cv-06242 (C.D. Cal.). The plaintiff alleges that BarkBox violates California’s Automatic Renewal Law, Unfair Competition Law, and Consumers Legal Remedies Act by failing to adequately disclose the automatic renewal of BarkBox’s subscription plans. The plaintiff seeks to represent a class containing all consumers who purchased a subscription from BarkBox in California. We filed a Motion to Dismiss and Motion to Compel Arbitration on November 4, 2022, which the court denied on October 6, 2023. On October 9, 2023, we filed a notice of appeal, which appeal remains pending. This case is at a very early stage and there can be no assurance that we will be successful in our defense. For this same reason, we cannot currently estimate the loss or the range of possible losses we may experience in connection with this litigation.

On August 23, 2023, a putative shareholder class action styled Vernon v. BARK, Inc., Case No. 2023-0866, was filed in the Delaware Court of Chancery against the Company and certain of its current and former directors. The complaint asserts a claim for declaratory relief seeking to have the renunciation of the corporate opportunity doctrine in the Company’s certification of incorporation declared invalid. Defendants’ response to the complaint is currently due November 20, 2023. This case is at a very early stage and there can be no assurance that we will be successful in our defense. For this same reason, we cannot currently estimate the loss or the range of possible losses we may experience in connection with this litigation.

In addition, we are from time to time subject to, and are presently involved in, litigation and other legal proceedings in the ordinary course of business. While it is not possible to determine the outcome of any legal proceedings brought against us, we believe that, except for the matters described above, there are no pending lawsuits or claims that, individually or in the aggregate, may have a material effect on our business, financial condition or operating results. Our views and estimates related to these matters may change in the future, as new events and circumstances arise and as the matters continue to develop.

ITEM 1A. RISK FACTORS

An investment in our securities involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this quarterly report on Form 10-Q, including our condensed consolidated financial statements and the related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Our business, prospects, financial condition, or operating results could be harmed by any of these risks, as well as other risks not known to us or that we consider immaterial as of the date of this quarterly report on Form 10-Q. The trading price of our securities could decline due to any of these risks, and, as a result, you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. This quarterly report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. See also "Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to Our Strategy

Our future operating performance is subject to numerous challenges and uncertainties.

Our past operating performance may not be indicative of our future operating performance, which will depend on our ability to leverage our competitive strengths and execute on our strategy. Our competitive strengths include: our proprietary product and customer data; strong customer relationships; vertically integrated design, development and manufacturing of our products; and omnichannel approach including both direct to consumer and retail sales. Our strategy is to expand into new product categories, in particular the consumables category; create a unified customer experience; and focus on the path to profitability. Our ability to leverage our competitive strengths and execute on our strategy is subject to numerous challenges and uncertainties including, but not limited to, the following:

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•costs or other issues with acquiring new customers and retaining existing customers;

•adverse impacts on shipping and fulfillment services and costs;

•changes in trends and consumer preferences;

•interruptions in our business due to technology failures, cybersecurity breaches or labor shortages;

•our ability to retain existing suppliers and attract new suppliers and scale our supply chain;

•our ability to develop a unified, scalable, high-performance technology and fulfillment infrastructure;

•our ability to hire and retain talented, experienced people at all levels of our organization;

•impacts related to the COVID-19 pandemic; and

•changes in the macro-economic environment, such as inflation, increasing interest rates, instability in the banking system or financial markets, changes in the labor markets, and political, economic and social instability, such as war in Israel and the Ukraine, in particular as such changes impact consumer discretionary spending.

If we fail to meet the challenges or navigate the uncertainties described above, as well as those described elsewhere in this “Risk Factors” section, our business, financial condition and results of operations will be materially adversely affected.

We may fail to acquire new customers in a cost-effective manner.

In order to expand our customer base, we must appeal to customers who have historically purchased their dog products from other retailers, such as traditional brick and mortar retailers or the websites of our competitors. While we believe that many of our new customers originate from word-of-mouth and other non-paid referrals from our current customers, we have made, and expect to continue to make, significant investments to acquire new customers. We must be able to appropriately, effectively and efficiently allocate our marketing spend for multiple products, including: accurately identifying, targeting and reaching our audience of current and potential customers with our marketing messages; selecting the right marketplace, media and specific media vehicle in which to advertise; adapting quickly to changes in the algorithmic logic, privacy policies, and other procedures used by search engines, social media platforms and other third party platforms; identifying the most effective and efficient level of spending in each marketplace, media and specific media vehicle; determining the appropriate creative message and media mix for advertising, marketing and promotional expenditures; managing marketing costs, including creative and media expenses, in order to maintain acceptable customer acquisition costs; differentiating our products as compared to other products; creating greater brand awareness; driving traffic to our websites, and websites of our retail partners and adapting our marketing tactics as e-commerce, search, and social networking evolve. Also, search engines, social media platforms frequently update and change the logic that determines the placement and display of results of a user’s search, such that the purchased or algorithmic placement of links to our websites can be negatively affected. Moreover, a search engine or social media platform could, for competitive or other purposes, alter its search algorithms or results, causing our websites to place lower in search query results. In addition, social networking and e-commerce channels continue to rapidly evolve, including with regard to their policies and procedures, and we may be unable to cost-effectively develop or maintain a presence within these channels. If the costs of acquiring new customers exceeds our expectations, we may not be able to acquire the necessary number of customers who purchase products in volumes sufficient to grow our business and generate the scale necessary to achieve operational efficiency and/or our margins could decrease, which could have a material adverse effect on our business, financial condition and results of operations.

We may be unable to maintain a high level of customer engagement or protect our brand and reputation.

Our strong customer relationships and our brand and reputation are the basis for the high-level customer engagement that drives increases to our average order volume and our overall growth. A significant portion of our revenue is recurring revenue from subscription customers, especially those customers who are highly engaged and purchase our add-to-box offerings which include toys, treats, toppers, dental and other products. Maintaining and protecting our brand and reputation depends largely on our ability to provide our customers with an engaging and personalized customer experience, including valued services, high-quality merchandise, appropriate prices and highly-trained customer support representatives. Customer complaints or negative reviews or publicity about our products, services, merchandise, monthly themes, delivery times, or customer support, especially on social media platforms, could harm our brand and reputation and diminish customer use of our services and the trust that our

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customers place in us. Also, if our customers no longer find our products appealing or appropriately priced, they may make fewer purchases and may cancel their subscriptions or stop purchasing products. Even if our existing customers continue to find our offerings appealing, they may decide to reduce their subscription and purchase less merchandise over time as their interest in new dog products declines. Failure to maintain our high level of engagement and protect our brand and reputation with our customers would cause our revenue to decrease, which could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to accurately predict consumer trends, successfully introduce new products, improve existing products, or expand into new offerings.

Our growth depends, in part, on our ability to successfully introduce new products to our existing BarkBox and Super Chewer subscriptions and Toys & accessories and Consumables categories, and to improve and reposition our existing products to meet the requirements of our customers and the needs of their dogs. To be successful, we must accurately predict and respond to evolving consumer trends, demands and preferences, including predicting monthly themes for our BarkBox and Super Chewer subscriptions that will resonate with customers as timely and clever. The development and introduction of new products and expansion into new offerings also involves considerable costs. Any new product or offering may not generate sufficient customer interest to become a profitable product or to cover the costs of its development and promotion and could result in a decrease in customer retention, a reduction in purchases or negatively affect our brand and reputation. If we are unable to anticipate, identify, develop or market products, or create new offerings that respond to changes in customer requirements and preferences, or if our new product introductions, repositioned products, or new offerings fail to gain consumer acceptance, we may be unable to grow our business as anticipated, or our revenue, margins and profitability may decline or not improve, which could materially adversely affect our business, financial condition and results of operations.

Our success depends on the continuing efforts of our key employees and our ability to attract and retain highly skilled personnel and senior management.

Our ability to maintain our competitive position is largely dependent on the contributions of our senior management and other key personnel. In addition, our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. The market for such positions is competitive, in particular, due to the ongoing labor market effects or distortions from the COVID-19 pandemic. Qualified individuals are in high demand and we may incur significant costs to attract and retain them. In addition, the loss of any of our senior management or other key employees or our inability to recruit and develop mid-level managers could impede our ability to execute our business plan and we may be unable to find adequate replacements. All of our employees are at-will employees, meaning that they may terminate their employment relationship with us at any time, and their knowledge of our business and industry could be extremely difficult to replace. If we fail to retain talented senior management and other key personnel, or if we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business, financial condition, and results of operations could be materially adversely affected.

We face challenges due to our reliance on third party sales channels to sell and distribute our products.

We sell some of our products through a network of retailers and e-tailers (in addition to our direct sales channel). Our products are available through Amazon.com as well as in retail locations including Target, Petco, PetSmart, Costco, Walmart, Kroger and CVS, and many others. We depend on these indirect sales channel partners to distribute and sell our products to dog parents, which subjects us to a number of challenges, including:

•the sales and business practices, reputation or failure to comply with laws and regulations, of or by our sales channel partners, of which we may or may not be aware, may affect our business and reputation;

•adverse changes in our relationships with our sales channel partners could impact sales of our products;

•economic conditions, labor issues, natural disasters, regional or global pandemics, evolving consumer preferences, and purchasing patterns of our distribution partners, or competition between our sales channels, could result in sales channel disruption;

•our sales channel partners, who also sell products offered by our competitors, and in the case of retailer house brands, may also be our competitors, which sales may compete with our own products;

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•certain of our sales channel partners could decide to de-emphasize the product categories that we offer, change their algorithmic logic, policies or procedures making our products harder for customers to find, or remove them from e-commerce sites altogether; and

•building relationships with new channel partners or adapting to new distribution and marketing models in order to expand into new product categories and markets may require significant management attention and operational resources, and affect our accounting, including revenue recognition, gross margins, and the ability to make comparisons from period to period.

If we fail to effectively meet the challenges described above our business and future operating results will be materially adversely affected.

Risks Related to the Macro-Economic Environment and the COVID-19 Pandemic

We rely on consumer discretionary spending, which may be adversely affected by economic downturns and other macroeconomic conditions or trends.

Our business depends on consumer discretionary spending. Some of the factors that may negatively influence consumer spending include high levels of unemployment; higher consumer debt levels; reductions in net worth, declines in asset values, and related market uncertainty; home foreclosures and reductions in home values; fluctuating interest rates and credit availability; bank failures; global pandemics, including the COVID-19 pandemic and the loosening of restrictions as the pandemic conditions improve; fluctuating fuel and other energy costs; fluctuating commodity prices; and the high rate of inflation and general uncertainty regarding the overall future political and economic environment. Furthermore, any increases in consumer discretionary spending during times of crisis may be temporary, such as those related to government stimulus programs or remote-work environments, and consumer spending may decrease when those programs or circumstances end. In addition, economic conditions in certain regions may be affected by natural disasters, such as hurricanes, tropical storms, earthquakes, and wildfires; other public health crises; and other major unforeseen events. Consumer purchases of discretionary items, including the merchandise that we offer, generally decline during recessionary periods or periods of economic uncertainty, when disposable income is reduced or when there is a reduction in consumer confidence. Any decline in consumer discretionary spending could negatively impact our revenue, which could have a material adverse effect on our business, financial condition and results of operations.

We may continue to be impacted by the COVID-19 global pandemic.

The extent to which the COVID-19 pandemic may continue to impact our business will depend on future developments related to any resurgence or geographic spread of the disease, any mutations or emergence of new diseases, and the duration and severity of potential outbreaks. In the past, the COVID-19 pandemic resulted in travel restrictions, required social distancing, business closures, governmental and business disruptions, and other actions taken by the United States government and the governments of other countries. The COVID-19 pandemic has disrupted the global supply chain and may continue to cause disruptions to our operations. Many of our personnel continue to work remotely, which could have a negative impact on the execution of our business plans and operations. Natural disasters, power outages, connectivity issues, or other events that impact our employees’ ability to work remotely, could disrupt business for a substantial period of time. The increase in remote working may also result in consumer privacy, IT security and fraud concerns as well as increase our exposure to potential wage and hour issues. While conditions appear to have improved, the COVID-19 pandemic has had, and continues to have, unprecedented and unexpected effects on the global economy, civil society, labor markets, and certain industries. As a result, it is difficult to predict the magnitude or scope of the adverse impacts that these effects may have directly, or indirectly, on our business, operating results and financial condition in the future.

Risks Related to our Manufacturing, Inventory and Supply Chain

Our business critically relies on a limited number of suppliers, manufacturers, and logistics partners.

We rely on a limited number of contract manufacturers, suppliers and logistics providers to manufacture and transport our products. We do not currently have alternative or replacement providers and we do not generally maintain long-term supply contracts with any of these providers. We face a number of risks relating to these providers, including:

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•our suppliers, manufacturers or logistics partners could be impacted by a natural disaster, an epidemic such as the COVID-19 pandemic, or other interruptions at a particular location;

•our manufacturers and suppliers are primarily located in Asia, which introduces risks related to geopolitical developments and differences in regulatory standards and legal systems;

•our existing supply channels may not be able to satisfy a significant increase in demand for our products, or we may need to replace an existing manufacturer or supplier. It could take a significant amount of time to identify a manufacturer or supplier that has the capability and resources to manufacture our products to our specifications in sufficient volume, and with acceptable quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices;

•our current product purchases are centralized among a few manufacturers and suppliers to realize substantial cost savings, which exposes us to credit and other risks, including insolvency, financial difficulties, supply chain delays or other factors which may result in our manufacturers or suppliers not being able to fulfill the terms of their agreements with us; and

•we have signed a number of contracts whose performance depends upon third party suppliers delivering products on schedule to meet our contractual commitments. Concentration in the number of our manufacturers and suppliers could lead to delays in the delivery of products or components, and possible resultant breaches of contracts that we have entered into with our customers; increases in the prices we must pay for products; problems with product quality; and other concerns.

Any of the above risks could delay delivery of our products to customers in a timely and cost effective manner, which could have a material adverse effect on our business, financial condition and results of operations.

We face challenges due to limited control over our suppliers, contract manufacturers, and logistics partners.

We have limited control over our suppliers, contract manufacturers, and logistics partners, which subjects us to the following risks, many of which have materialized during the COVID-19 pandemic, including: failure to satisfy demand for our products; reduced control over delivery timing, product reliability, the manufacturing process and components used in our products; limited ability to develop comprehensive manufacturing specifications that take into account any materials shortages or substitutions; variance in the manufacturing capability of our third-party manufacturers; price increases; failure of a significant supplier, manufacturer, or logistics partner to perform its obligations for technical, market, or other reasons; misappropriation of our intellectual property; changes in local economic conditions in the jurisdictions where our suppliers, manufacturers, and logistics partners are located; the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports, duties, tariffs, taxes, and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds; and insufficient warranties and indemnities on components supplied to our manufacturers or performance by our partners. If we fail to meet the challenges described above, our business and future operating results will be materially adversely affected.

Shipping, which is subject to numerous risks, is a critical part of our business.

We currently rely on third-party national, regional and local logistics providers to deliver our products. We may not be able to negotiate acceptable pricing and other terms with these providers, or these providers may experience performance problems or other difficulties in processing our orders or delivering our products to customers. In addition, our ability to receive inbound inventory efficiently and ship merchandise to customers may be negatively affected by factors beyond our and these providers’ control, including inclement weather, natural disasters, fire, flood, power loss, earthquakes, pandemics, acts of war or terrorism or other events specifically impacting our or other shipping partners, such as labor disputes, financial difficulties, system failures and other disruptions to the operations of the shipping companies on which we rely. We are also subject to risks of damage or loss during delivery by our shipping vendors. If the products ordered by our customers are not delivered in a timely fashion or are damaged or lost during the delivery process, our customers could become dissatisfied and cease buying our products. Further, due to the effects of the COVID-19 pandemic, there may continue to be disruptions and delays in national, regional and local shipping, which may negatively impact our customers’ experience. Changes to the terms of our shipping arrangements and delays or failures in delivery of our products may have a material adverse effect on our margins and profitability, which could adversely affect our business, financial condition and results of operations.

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We may be unable to manage the complexities created by our omnichannel operations.

Our omnichannel operations, such as offering our products through our websites, on third party websites and in traditional brick and mortar stores, create additional complexities in our ability to manage inventory levels, as well as certain operational issues, including timely shipping and refunds. Accordingly, our success depends to a large degree on continually evolving the processes and technology that enable us to plan and manage inventory levels and fulfill orders, address any related operational issues and further align channels to optimize our omnichannel operations. If we are unable to successfully manage these complexities, it may have a material adverse effect on our business, financial condition, operating results and prospects.

If we are unable to implement appropriate systems, procedures and controls, we may not be able to successfully offer our products, grow our business and account for transactions in an appropriate and timely manner.

Our ability to successfully offer our products, grow our business and account for transactions in an appropriate and timely manner requires an effective planning and management process and certain other automated management and accounting systems. We currently do not have a fully integrated enterprise resource planning system and certain other automated management and accounting systems. We periodically update our operations and financial systems, procedures and controls; however, our current procedures may not scale proportionately with our business growth or with becoming a public company. Our systems will continue to require automation, modifications and improvements to respond to current and future changes in our business. Failure to implement in a timely manner appropriate internal systems, procedures and controls could materially and adversely affect our business, financial condition and results of operations.

We may not be able to successfully optimize, operate and manage our fulfillment centers and shipping services.

If we do not optimize and operate our fulfillment centers and shipping services successfully and efficiently, it could result in excess or insufficient fulfillment capacity, an increase in costs and/or inventory shrinkage or impairment charges or harm to our business in other ways. In addition, if we do not have sufficient fulfillment or shipping capacity or experience a problem fulfilling or shipping orders in a timely manner, our customers may experience delays in receiving their purchases, which could harm our reputation and our relationship with our customers. We also anticipate the need to add additional fulfillment center and shipping capacity as our business continues to grow. We may not be able to locate suitable facilities or services on commercially acceptable terms in accordance with our expansion plans, or recruit qualified managerial and operational supply personnel to support our expansion plans. If we are unable to secure new facilities for the expansion of our fulfillment and shipping operations, recruit qualified personnel to support any such facilities, or effectively control expansion-related expenses, our business, financial condition, and results of operations could be materially adversely affected.

Risk Related to Our Industry

Our estimate of the size of our addressable market may prove to be inaccurate.

Data for retail sales of dog products is collected for most, but not all channels, and as a result, it is difficult to accurately estimate the size of the market and predict with certainty the rate at which the market for our products will grow, if at all. While our market size estimate was made in good faith and is based on assumptions and estimates we believe to be reasonable, this estimate may not be accurate. If our estimates of the size of our addressable market are not accurate, our potential for future growth may be less than we currently anticipate, which could have a material adverse effect on our business, financial condition, and results of operations.

We may not be able to compete effectively in the dog products and services retail industry.

The dog products and services retail industry, in particular on the Internet, is highly competitive and we expect this competition to continue to increase. We compete with pet product retail stores, supermarkets, warehouse clubs and other mass and general retail and online merchandisers. We also compete with a number of specialty dog supply stores and independent dog stores, catalog retailers and other specialty e-tailers. As we expand our offerings, such as our BARK Food line, we will face additional competition. In the consumables category, there are numerous brands and products that compete for shelf space and sales, with competition based primarily upon brand recognition and loyalty, product packaging, quality and innovation, taste, nutrition, breadth of product line, price and convenience. Many of these current competitors have, and potential competitors may have, longer operating histories, greater brand recognition, larger fulfillment infrastructures, greater technical capabilities, significantly greater financial, marketing and other resources and larger customer bases than we do, allowing our competitors to derive greater net

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sales and profits from their existing customer base, acquire customers at lower costs or respond more quickly than we can to new or emerging technologies and changes in consumer preferences or habits. Our competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies (including but not limited to predatory pricing policies and the provision of substantial discounts), allowing them to build larger customer bases or generate gross profit from their customer bases more effectively than we do. Current and future competitors may also make strategic acquisitions or establish cooperative relationships among themselves or with others. If we fail to compete effectively, or are required to offer promotions and other incentives or adopt more aggressive pricing strategies, our operating margins could decrease, which could materially adversely affect our business, financial condition and results of operations.

Risks Related to Information Technology and Cybersecurity

We are subject to risks related to online payment methods.

We currently accept payments using a variety of methods, including credit card, debit card, PayPal, Venmo, Apple Pay, Shop Pay and gift cards. As we offer new payment options to customers, we may be subject to additional regulations, compliance requirements, fraud and other risks. For certain payment methods, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability. We are also subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. Furthermore, as our business changes, we may be subject to different rules under existing standards, which may require new assessments that involve costs above what we currently pay for compliance. In the future, as we offer new payment options to customers, including by way of integrating emerging mobile and other payment methods, we may be subject to additional regulations, compliance requirements and fraud, if our customers re-use their login and password information across multiple websites, exposing us to breaches on other sites. If we fail to comply with the rules or requirements of any provider of a payment method we accept, if the volume of fraud in our transactions limits or terminates our rights to use payment methods we currently accept, or if a data breach occurs relating to our payment systems, we may, among other things, be subject to fines or higher transaction fees and may lose, or face restrictions placed upon, our ability to accept credit card payments from customers or facilitate other types of online payments. If any of these events were to occur, our business, financial condition, and results of operations could be materially adversely affected.

We rely on software-as-a-service (“SaaS”) technologies from third parties.

We rely on SaaS technologies from third parties in order to operate critical functions of our business, including financial management services, credit card processing, customer relationship management services, supply chain services and data storage services. If these services become unavailable due to extended outages or interruptions or because they are no longer available on commercially reasonable terms or prices, or for any other reason, our expenses could increase, our ability to manage our finances could be interrupted, our processes for managing sales of our offerings and supporting our customers could be impaired, our ability to communicate with our suppliers could be weakened and our ability to access or save data stored to the cloud may be impaired until equivalent services, if available, are identified, obtained and implemented. We are also subject to certain standard terms and conditions with these providers, who have broad discretion to change their terms of service and other policies with respect to us, which may be unfavorable. Any failure to maintain successful partnerships with our SaaS providers could impact our success and materially adversely affect our business, financial condition and results of operations.

Limitations on our use of “cookies” may impact our ability to cost-effectively acquire new customers.

Federal and state governmental authorities continue to evaluate the privacy implications inherent in the use of third-party “cookies” and other methods of online tracking for behavioral advertising and other purposes. The U.S. government has enacted, or has considered or is considering legislation or regulations that could significantly restrict the ability of companies and individuals to engage in these activities, such as by regulating the level of consumer notice and consent required before a company can employ cookies or other electronic tracking tools or the use of data gathered with such tools. Additionally, some providers of consumer devices and web browsers have implemented, or announced plans to implement, means to make it easier for Internet users to prevent the placement of cookies or to block other tracking technologies, which if widely adopted could result in making cookies and other methods of online tracking significantly less effective. This regulation of the use of cookies and other current online tracking and advertising practices or the loss of our ability to make effective use of services that employ such

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technologies could limit our ability to acquire new customers on cost-effective terms, which could materially adversely affect our business, financial condition, and results of operations.

We may be unable to maintain and scale our technology.

Our reputation and ability to acquire, retain and serve our customers depends on the reliable performance of our websites and mobile application and our cloud-based solutions. The operation of these systems, and the consolidation of our websites, is complex and could result in operational failures. Interruptions or delays in these systems, or in the consolidation of our websites, whether due to system failures, computer viruses, physical or electronic break-ins, undetected errors, design faults or other unexpected events or causes, could affect the security or availability of our websites and mobile application and prevent our customers from accessing our websites and mobile application. If sustained or repeated, these performance issues could reduce the attractiveness of our products and services. In addition, the costs and complexities involved in consolidating our websites or expanding and upgrading our systems may prevent us from doing so in a timely manner and may prevent us from adequately meeting the demand placed on our systems. Any web or mobile platform interruption or inadequacy that causes performance issues or interruptions in the availability of our websites or mobile application could reduce consumer satisfaction and result in a reduction in the number of customers using our products and services, which could have a material adverse effect on our business, financial condition and results of operations.

Our disaster recovery arrangements may be insufficient.

The occurrence of a natural disaster, power loss, telecommunications failure, data loss, computer virus, an act of terrorism, cyberattack, vandalism or sabotage, act of war or any similar event, or a decision to close the third-party data centers on which we normally operate or the facilities of any other third-party provider without adequate notice or other unanticipated problems at these facilities could result in lengthy interruptions in the availability of our websites and mobile application. Cloud computing, in particular, is dependent upon having access to an Internet connection in order to retrieve data. If a natural disaster, pandemic (such as the COVID-19 pandemic), blackout or other unforeseen event were to occur that disrupted our ability to obtain an Internet connection, we may experience a slowdown or delay in our operations. While we have some limited disaster recovery arrangements in place, our preparations may not be adequate to account for disasters or similar events that may occur in the future and may not effectively permit us to continue operating in the event of any problems with respect to our systems or those of our third-party data centers or any other third-party facilities. Our disaster recovery and data redundancy plans may be inadequate, and our business interruption insurance may not be sufficient to compensate us for the losses that could occur. If any such event were to occur to our business, our operations could be impaired, which could have a material adverse effect on our business, financial condition, and results of operations.

The security of our and our partners’ computer networks and databases containing personal information may be compromised.

In the ordinary course of business, we and our vendors collect, process, and store certain personal information and other data relating to individuals, such as our customers and employees, including customer payment card information. We rely substantially on commercially available systems, software, tools, and monitoring to provide security for our processing, transmission, and storage of personal information and other confidential information. We, or our vendors, may suffer a data compromise from hackers or other unauthorized parties who gain access to personal information or other data, including payment card data or confidential business information, which may not be discovered in a timely fashion. In addition, cyber-attacks such as ransomware attacks could lock us out of our information systems and disrupt our operations. The techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not identified until they are launched against a target, and we, and our vendors, may be unable to anticipate these techniques or to implement adequate preventative measures. We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. As our business partners have moved to remote work in response to the COVID-19 pandemic, they may be more vulnerable to cyber-attacks. In addition, our vendors, or other third parties with whom we do business may attempt to circumvent security measures in order to misappropriate personal information, confidential information, or other data, or may inadvertently release or compromise such data. Compromise of our data security by third parties with whom we do business, failure to prevent or mitigate the loss of personal or business information, and delays in detecting or providing prompt notice of any such compromise or loss may disrupt our operations, damage our

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reputation, and subject us to litigation, government action, or other additional costs and liabilities that could materially adversely affect our business, financial condition, and results of operations.

Risks Related to Our Intellectual Property

We may be unable to adequately protect our intellectual property rights.

We rely on trademark, copyright and patent law, trade secret protection, agreements and other methods with our employees and others to protect our proprietary rights. Effective intellectual property protection may not be available in every country and the protection of our intellectual property rights may require significant financial, managerial and operational expenditures. In addition, our efforts may not prevent third parties from infringing or misappropriating our intellectual property rights and any of our intellectual property rights could be challenged by others or invalidated through administrative processes or litigation. Our patent and trademark applications may never be granted and the process of obtaining patent protection is expensive and time-consuming. We may be unable to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. Even if issued, these patents may not adequately protect our intellectual property, as the legal standards relating to the validity, enforceability and scope of patent protection are uncertain. In addition, others may independently develop or otherwise acquire equivalent or superior technology. Our confidentiality agreements may not effectively prevent disclosure of our proprietary information, technologies and processes and may not provide an adequate remedy in the event of unauthorized disclosure of such information. We might be required to spend significant resources to monitor and protect our intellectual property rights and we may be unable to discover or determine the extent of any infringement, misappropriation or other violation of our intellectual property rights and other proprietary rights. Failure to protect our intellectual property rights or costs associated with such protection could have a material adverse effect on our business, financial condition, and results of operations.

We may be subject to intellectual property infringement claims or other allegations.

Third parties have from time to time claimed, and may claim in the future, that we have infringed their intellectual property rights. These claims, whether meritorious or not, could be time-consuming, result in considerable litigation costs, injunctions against us or the payment of damages or royalties by us, require significant amounts of management time or divert significant operational resources or cause expensive changes to our business model. In addition, we may be unable to obtain or utilize on terms that are favorable to us, or at all, licenses or other rights with respect to intellectual property we do not own. These risks have been amplified by the increase in third parties whose sole or primary business is to assert such claims. Any payments we are required to make and any injunctions against us could materially adversely affect our business, financial condition, and results of operations.

Risks Related to Government Regulation and Legal Proceedings

We are subject to federal and state and foreign laws and regulations relating to privacy, data protection, advertising and consumer protection.

We rely on a variety of marketing techniques, including email and social media marketing and postal mailings, which are subject to various federal and state laws and regulations. A variety of federal and state laws and regulations also govern our collection, use, retention, sharing and security of consumer data, particularly in the context of the online advertising that we rely on to attract new customers. These laws and regulations are constantly evolving and subject to potentially differing interpretations, in particular from one jurisdiction to another, and may conflict with other laws and regulations. In addition, various federal and state legislative and regulatory bodies, or self-regulatory organizations, may expand current laws or regulations, enact new laws or regulations or issue revised rules or guidance regarding privacy, data protection, consumer protection, and advertising. For example, the State of California enacted the California Consumer Privacy Act of 2018 (the “CCPA”), which requires companies that process information on California residents make new disclosures to customers about the collection of their data, use and sharing practices, and allow customers to opt out of certain data sharing with third parties and provides a new cause of action for data breaches. Further, the California Privacy Rights Act (the “CPRA”) significantly amends the CCPA and imposes additional data protection obligations on companies doing business in California, including additional consumer rights processes and opt outs for certain uses of sensitive data. It also creates a new California Privacy Protection Agency specifically tasked to enforce the law, which could result in increased regulatory scrutiny of businesses in the areas of data protection and security. Similar laws have been proposed in other states and at the federal level, and if passed, such laws may have potentially conflicting requirements that could make compliance challenging. Our practices and procedures to comply with these laws and regulations may not always be effective,

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particularly as the legal landscape continues to evolve. In addition, some of our internal processes are manual, which could result in employee error and internal compliance failures. Any failure, or perceived failure, to comply with our posted privacy policies or with any federal or state privacy or consumer protection-related laws, regulations, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance, orders to which we may be subject or other legal obligations relating to privacy or consumer protection could adversely affect our reputation, brand and business, and may result in claims, liabilities, proceedings or actions against us by governmental entities,customers, suppliers or others, or may require us to change our operations and/or cease using certain data. Any such claims, proceedings or actions could further harm our reputation and brand, force us to incur significant expenses in defense of such proceedings or actions, distract our management, increase our costs of doing business, result in a loss of customers and suppliers and result in the imposition of monetary penalties. We may also be contractually required to indemnify and hold harmless third parties from the costs or consequences of our non-compliance with any laws, regulations or other legal obligations relating to privacy or consumer protection or any inadvertent or unauthorized use or disclosure of data that we store or handle as part of operating our business. Any harm to our reputation or brand, being subject to regulatory action and incurring related fees, distraction of our management and loss of customers or suppliers could have a material adverse effect on our business, financial condition and results of operations.

We are subject to product safety, labor, or other laws.

The products we sell to our customers are subject to regulation by the Federal Consumer Product Safety Commission, the Federal Trade Commission, and similar state and international regulatory authorities. As such, our products could be subject to recalls and other remedial actions. Product safety, labeling, and licensing concerns may result in our voluntarily removing selected products from our inventory. Recalls or voluntary removal of products can result in, among other things, lost sales, diverted resources, potential harm to our reputation, increased customer service costs and legal expenses. In addition, some of the merchandise we sell may expose us to product liability claims, litigation or regulatory actions. Although we maintain liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms or at all. In addition, some of our agreements with our vendors may not indemnify us from product liability for a particular vendor’s merchandise or our vendors may not have sufficient resources or insurance to satisfy their indemnity and defense obligations. In addition, failure of our vendors to comply with applicable laws and regulations and contractual requirements could lead to litigation against us, resulting in increased legal expenses. Furthermore, the failure of any vendors to provide safe and humane factory conditions at their facilities could damage our reputation with our customers and result in legal claims against us. Our international relationships also require us to overcome logistical and other challenges based on differing languages, cultures, legal and regulatory schemes and time zones. Foreign labor laws, standards and customs may vary greatly from those in the U.S. The U.S. or foreign countries could enact legislation or impose regulations, including unfavorable labor regulations, tax policies or economic sanctions that could have an adverse impact on our ability to conduct our business in the countries in which we have relationships. The difficulties inherent in complying with labor, safety and other laws, or consequences resulting from any failure to comply with those laws could result in increased costs, disruptions in our relationships with our vendors, and harm to our brand and reputation, which could have a material adverse effect on our business, financial condition and results of operations.

We are subject to extensive governmental regulation.

We are subject to a broad range of federal, state, local, and foreign laws and regulations intended to protect public and worker health and safety, natural resources and the environment. Our operations, including our manufacturing partners, are subject to regulation by the Occupational Safety and Health Administration, the Food and Drug Administration, the Department of Agriculture and by various other federal, state, local and foreign authorities regarding the processing, packaging, storage, distribution, advertising, labeling and export of our products, including food safety standards. In addition, we and our manufacturing partners are subject to additional regulatory requirements, including environmental, health and safety laws and regulations administered by the U.S. Environmental Protection Agency, state, local and foreign environmental, health and safety legislative and regulatory authorities and the National Labor Relations Board, covering such areas as discharges and emissions to air and water, the use, management, disposal and remediation of, and human exposure to, hazardous materials and wastes, and public and worker health and safety. Violations of, or liability under, any of these laws and regulations may result in administrative, civil or criminal fines, penalties or sanctions against us, revocation or modification of

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applicable permits, licenses or authorizations, environmental, health and safety investigations or remedial activities, voluntary or involuntary product recalls, warning or untitled letters or cease and desist orders against operations that are not in compliance, among other things. Such laws and regulations generally have become more stringent over time and may become more so in the future, and we may incur (directly, or indirectly through our manufacturing partners) material costs to comply with current or future laws and regulations or in any required product recalls. Complying with the current laws and regulations, and potential future changes to these laws and regulations, or failing to comply with these laws and regulations, could impose significant limitations and/or require changes to our business, which may involve substantial expenses, make our business more costly and less efficient to conduct, and compromise our growth strategy, which could have a material adverse effect on our business, financial condition and results of operations.

We may be adversely affected by changes in tax laws, rules or regulations.

Existing tax laws, rules or regulations are subject to interpretation by tax authorities or amendment, repeal, or new enactments. For example, the 2018 U.S. Supreme Court decision in South Dakota v. Wayfair, Inc. required us to collect sales tax in many jurisdictions despite our lack of a physical presence in such jurisdictions. Also, the 2017 Tax Cuts and Jobs Act may limit our ability to use our substantial net operating losses to offset potential future taxable income, which is further dependent upon by our ability to generate taxable income before the expiration dates of the net operating losses, and we cannot predict with certainty when, or whether, we will generate sufficient taxable income to use all of our net operating losses. We are currently monitoring changes in the tax landscape, however, it is difficult to predict whether such changes could materially adversely affect our financial condition and results of operations.

Future litigation could have a material adverse effect on our business.

Lawsuits and other administrative, regulatory, or legal proceedings that may arise in the course of our operations can involve substantial costs, including the costs associated with investigation, litigation and possible settlement, judgment, penalty or fine. In addition, the stock market has recently experienced extreme price and volume fluctuations and companies have experienced fluctuations in their stock prices that have often been unrelated or disproportionate to their operating results. Under these circumstances, stockholders may sometimes institute securities class action litigation against such companies. Any litigation or other administrative, regulatory, or legal proceedings against us could result in substantial costs, and divert management’s attention and resources. Although we generally maintain insurance to mitigate certain costs, there can be no assurance that costs associated with lawsuits or other legal proceedings will not exceed the limits of our insurance policies. Moreover, we may be unable to continue to maintain our existing insurance at a reasonable cost, if at all, or to secure additional coverage, which may result in costs associated with lawsuits and other legal proceedings being uninsured. Our business, financial condition and results of operations could be materially adversely affected if fees associated with lawsuits or other legal proceedings or a judgment, penalty or fine is not fully or is only partially covered by insurance.

General Risk Related to Our Business

Our estimates or judgments relating to our critical accounting policies could prove to be incorrect.

We prepare our financial statements in accordance with U.S. GAAP, which requires our management to make estimates, judgments, and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and equity as of the date of the financial statements, and the amount of revenue and expenses, during the periods presented, that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to determination of fair value of the Company’s allowance for uncollectible accounts receivable, excess and obsolete inventory reserve, stock-based compensation, stand-alone selling price of Direct to Consumer offerings and fair value of right-of-use assets. If our assumptions change or if actual circumstances differ from those in our assumptions, our operating

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results could fall below the expectations of industry or financial analysts and investors, resulting in a decline in the trading price of our common stock.

We may be unable to accurately forecast our revenue and appropriately plan for our expenses in the future.

Revenue is difficult to forecast with certainty because it depends on a number of factors, some of which are outside of our control, including the volume, timing, and type of orders we receive and increased third party costs or transportation and freight costs. Many of these factors are uncertain and are likely to fluctuate significantly from period to period. We base our expense levels and investment plans on our estimates of revenues and gross margins, and many of our expenses, such as office leases, manufacturing costs and personnel costs, will be relatively fixed in the short term and will increase as we continue to make investments in our business and hire additional personnel. If our revenue forecasts do not cover our planned operating expenses, our business and future operating results will be materially adversely affected.

We have in the past and may in the future identify material weaknesses in our internal control over financial reporting.

In order to maintain effective internal control over financial reporting, we must perform system and process evaluations, document our controls and perform testing of our key controls over financial reporting to allow for management and our independent public accounting firm to report on the effectiveness of our internal control over financial reporting. In the past, we have identified material weaknesses in our internal control over financial reporting which we have remedied. If we, or our independent registered public accounting firm, identify deficiencies in our internal control over financial reporting in the future that are deemed to be material weaknesses, our investors could lose confidence in our reported financial information, we may be required to restate those financial statements, the market price of our stock may decline and we could be subject to lawsuits, sanctions or investigations by regulatory authorities, which would require additional financial and management resources and otherwise could have a material adverse effect on our business, financial condition or results of operations.

Certain of our key performance indicators are subject to inherent challenges in measurement, and real or perceived inaccuracies.

We track certain key performance indicators, including metrics such as average order value and customer acquisition costs, with internal systems and tools. Estimates or similar metrics published by third parties may differ from our reported key performance indications, due to differences in sources, methodologies, or assumptions. For example, we rely on third-party marketing analytics systems to identify marketing spend by channel, which we then reconcile across a number of systems. In addition, we rely on third-party warehouse and fulfillment providers to communicate the receiving and shipping information that drives active customer count and related data. Our internal systems and tools have a number of limitations, and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our key performance indicators, including the metrics or estimates that we publicly disclose. While these metrics or estimates are based on what we believe to be reasonable estimates for the applicable period of measurement, there are inherent challenges in measuring our key performance indicators. Some of these challenges include manual reconciliation of information provided by different input systems, resulting in undetected errors. If our key performance indicators are not accurate representations of our business, or if investors do not perceive our key performance indicators to be accurate, or if we discover material inaccuracies with respect to these numbers, our reputation may be significantly harmed, which could have a material adverse effect on our business, financial condition and results of operations.

We have a history of losses and we may be unable to achieve or sustain profitability.

We expect our operating expenses to increase over the next several years as we increase our advertising, expand into new markets, expand our offerings, hire additional personnel, incur additional expenses related to being a public company and continue to develop features on our websites and mobile applications. In particular, we intend to continue to invest substantial resources to grow and diversify our product offerings and in marketing to acquire new customers. Our operating expenses may also be adversely impacted by increased costs and delays in launching in new markets and expanding fulfillment center capacity, in particular as a result of the COVID-19 pandemic and other macro-economic conditions. Our future growth and operating performance must eventually offset our operating losses or we may not be able to achieve or sustain profitability.

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We may fail to manage or integrate acquisitions of, or investments in, new or complementary businesses, facilities, technologies or products, or through strategic alliances.

From time to time, we may consider opportunities to acquire or make investments in complementary businesses, facilities, technologies, offerings, or products, or enter into strategic alliances, in order to enhance our capabilities, expand our outsourcing and supplier network, complement our current products or expand the breadth of our offerings. Acquisitions, investments and other strategic alliances involve numerous risks, including: problems integrating the acquired business, facilities, technologies, customers, partners or products, issues maintaining uniform standards, procedures, controls and policies; unanticipated costs; diversion of management’s attention from our existing business; adverse effects on existing business relationships with suppliers, manufacturing partners, and retail partners; challenges with entering new markets in which we may have limited or no experience; potential loss of key employees of acquired businesses; and increased legal, accounting and compliance costs. Failure to integrate acquired businesses, facilities, technologies and products effectively could materially and adversely affect our business, financial condition, and results of operations.

Our operating flexibility may be limited by our credit facilities and debt instruments.

Our revolving credit facility and the indenture governing our 2025 Convertible Notes both limit our ability to, among other things: incur or guarantee additional debt; make certain investments and acquisitions; incur certain liens or permit them to exist; enter into certain types of transactions with affiliates; merge or consolidate with another company; and transfer, sell or otherwise dispose of assets, including our cash. In addition, if our stock price does not meet the conversion price of the 2025 Convertible Notes, then we will have to repay the principal of the 2025 Convertible Notes in cash, which we may not have available. Our revolving credit facility also contains covenants requiring us to satisfy certain financial covenants. These limitations, requirements and costs may affect our ability to obtain future financing, pursue attractive business opportunities, maintain flexibility in planning for, and reacting to, changes in business conditions, which could have a material adverse effect on our business, financial condition, and results of operations.

We may not be able to raise the capital we need to grow our business.

In the future, we could be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. We may sell common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, investors in our common stock may be materially diluted. New investors in such subsequent transactions could gain rights, preferences and privileges senior to those of holders of our common stock. Debt financing, if available, may involve restrictive covenants and could reduce our operational flexibility or profitability. If we cannot raise funds on acceptable terms, we may be forced to raise funds on undesirable terms, or our business may contract or we may be unable to grow our business or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition, and results of operations.

Risks Relating to Ownership of Our Common Stock

Our stock price may be volatile or decline regardless of our operating performance.

The market price of our common stock may fluctuate significantly or decline in response to numerous factors, many of which are beyond our control, including: actual or anticipated fluctuations in our revenue and results of operations; financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; failure of securities analysts to maintain coverage of BARK, changes in financial estimates or ratings by any securities analysts who follow BARK or our failure to meet the estimates or the expectations of investors; announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, or capital commitments; changes in operating performance and stock market valuations of other retail or technology companies generally, or those in our industry in particular; price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; trading volume of our common stock; the inclusion, exclusion or removal of our common stock from any indices; changes in members of our Board of Directors or management; transactions in our common stock by directors, officers, affiliates and other major investors; lawsuits threatened or filed against us; changes in laws or regulations applicable to our business; changes in our capital structure, such as future issuances of debt or equity securities; short sales, hedging and other derivative transactions involving our capital stock; general economic conditions in the U.S. or global markets; other events or factors, such

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as the COVID-19 pandemic, the war in the Ukraine, increased inflation, bank failures, incidents of terrorism or responses to these events; and the other events or factors described in this “Risk Factors” section.

An active trading market for our common stock may not be sustained.

Our common stock is listed on the NYSE under the symbol “BARK.” An active trading market for our common stock may not be sustained. Accordingly, there may not be a liquid trading market in which to sell your shares of our common stock when desired or at acceptable prices.

Sales of shares by existing stockholders may cause our stock price to decline.

If our existing stockholders sell or indicate an intention to sell substantial amounts of our common stock in the public market, the trading price of our common stock could decline. In addition, shares underlying any outstanding options and restricted stock units will become eligible for sale if exercised or settled, as applicable, and to the extent permitted by the provisions of various vesting agreements and Rule 144 of the Securities Act. All the shares of common stock subject to stock options outstanding and reserved for issuance under our equity incentive plans have been registered on Form S-8 under the Securities Act and such shares are eligible for sale in the public markets, subject to Rule 144 limitations applicable to affiliates. If these additional shares are sold, or if it is perceived that they will be sold in the public market, the trading price of our common stock could decline.

Securities or industry analysts may not publish accurate or favorable research about BARK.

The trading market for our common stock is influenced in part by the research and reports that securities or industry analysts may publish about us, our business, our market, or our competitors. If one or more of the analysts initiate research with an unfavorable rating or downgrade our common stock, provide a more favorable recommendation about our competitors, or publish inaccurate or unfavorable research about our business, the price of our common stock could decline.

Our certificate of incorporation may prevent us from receiving the benefit of certain corporate opportunities.

The “corporate opportunity” doctrine provides that corporate fiduciaries, as part of their duty of loyalty to the corporation and its stockholders, may not take for themselves an opportunity that in fairness should belong to the corporation. Section 122(17) of the DGCL, however, expressly permits a Delaware corporation to renounce in its certificate of incorporation any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, specified business opportunities or specified classes or categories of business opportunities that are presented to the corporation or its officers, directors or stockholders. Article THIRTEENTH of our certificate of incorporation provides that doctrine of corporate opportunity shall not apply with respect to us or any of our officers or directors, or any of their respective affiliates. As a result, we may be not be offered certain corporate opportunities which could be beneficial to our company and our stockholders. While it is difficult at this time to predict how this provision may adversely impact our stockholders, it is possible that we could not be offered the opportunity to participate in a future transaction that might have resulted in a financial benefit to us, which could, in turn, result in a material adverse effect on our business, financial condition, results of operations, or prospects.

Delaware law, our certificate of incorporation and bylaws may impede a merger, tender offer, or proxy contest.

Our certificate of incorporation and amended and restated bylaws contain provisions that could depress the trading price of our common stock by impeding a change in control of BARK or changes in our management that our stockholders may deem advantageous. These provisions include: a classified board; removal of directors only for cause or a super majority vote; super majority vote required to amend of certain provisions of our certificate of incorporation and any provisions of our bylaws; issuance of “blank check” preferred stock authorized; stockholders may not call special stockholder meetings; stockholder action by written consent prohibited; indemnification of our director and officers; Board of Directors is expressly authorized to make, alter, or repeal our bylaws; and advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

Substantially all disputes between BARK and our stockholders are subject to exclusive forum provisions.

Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our certificate of incorporation or our bylaws or any action

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asserting a claim against us that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to these provisions. These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. This choice of forum provision does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions brought under the Securities Act or the Exchange Act. Accordingly, our exclusive forum provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business and we do not expect to declare or pay any dividends in the foreseeable future. Moreover, the terms of our revolving credit facility may restrict our ability to pay dividends, and any additional debt we may incur in the future may include similar restrictions. As a result, stockholders must rely on sales of their common stock after price appreciation as the only way to realize any future gains on their investment.

Ownership of our stock is concentrated among our current officers, directors and their respective affiliates.

Our existing executive officers, directors and their respective affiliates, together as a group, beneficially own a significant amount of the outstanding shares of our common stock. This group, if it acts together, could have the ability to influence matters requiring stockholder approval, including the election of directors, amendment of our certificate of incorporation and approval of significant corporate transactions. As a result, this group could, for example, delay or prevent a change in control of BARK and the approval of certain transactions.

We may issue additional shares of common stock or other equity securities, which would dilute your ownership interests and could depress the market price of our common stock.

We currently have options, RSUs and warrants outstanding that are convertible into shares of our common stock. In addition, our 2025 Convertible Notes are convertible based on outstanding principal balance and accrued interest. We also have the ability to issue equity awards that are convertible into shares of our common stock under our 2021 Equity Incentive Plan and under our Employee Stock Purchase Plan, see Note 4 — Debt, and Note 5 — Stock-Based Compensation Plans, to our consolidated financial statements set forth in this quarterly report on Form 10-Q. We may issue additional shares of common stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances. Our issuance of additional shares of common stock or other equity securities of equal or senior rank would dilute our existing shareholders and may cause the market price of our common stock to decline.

Risks Related to the 2025 Convertible Notes

Our obligation to redeem the 2025 Convertible Notes may not protect holders.

Our obligation to offer to redeem the 2025 Convertible Notes upon the occurrence of a fundamental change will be triggered only by certain specified transactions. The term “fundamental change” is limited to certain specified transactions and may not include other events that might adversely affect our financial condition or the market value of the 2025 Convertible Notes or our common stock. Our obligation to offer to redeem the new notes upon a fundamental change would not necessarily afford holders of the 2025 Convertible Notes protection in the event of a highly leveraged transaction, reorganization, merger or similar transaction involving us.

There is no existing public trading market for the 2025 Convertible Notes.

No market for the 2025 Convertible Notes exists and may not develop. Even if a market develops, it may not persist. We do not intend to apply for listing of the 2025 Convertible Notes on any securities exchange or other market. The liquidity of any trading market and the trading price of the 2025 Convertible Notes may be adversely affected by changes in our financial performance or prospects and by changes in the financial performance of or prospects for companies in our industry generally.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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) has adopted or terminated 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.

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

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			Incorporated by Reference
No.	Description of Exhibit	Filed or Furnished Herewith	Form	File No.	Date Filed
10.1	Notes Purchase Agreement dated November 2, 2023 by and among Magnetar Financial LLC, Magnetar Constellation Master Fund, LTD, Magnetar Constellation Fund II, LTD, Magnetar Structured Credit Fund, LP, Magnetar Xing He Master Fund LTD, Magnetar Longhorn Fund LP, Purpose Alternative Credit Fund-F LLC, Purpose Alternative Credit Fund-T LLC, Magnetar Lake Credit Fund LLC.	X
31.1	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.3	Certification of Principal Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.3*	Certification of Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101.INS	XBRL Instance Document	X
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*	The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of BARK, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

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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 thereunto duly authorized.

	BARK, Inc.
November 08, 2023	/s/ Matt Meeker
	Matt Meeker
	Chief Executive Officer
	(Principal Executive Officer)
	BARK, Inc.
November 08, 2023	/s/ Zahir Ibrahim
	Zahir Ibrahim
	Chief Financial Officer
	(Principal Financial Officer)
	BARK, Inc.
November 08, 2023	/s/ Brian Dostie
	Brian Dostie
	Vice President of Accounting, Controller
	(Principal Accounting Officer)

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EX-10.1

NOTES PURCHASE AGREEMENT

This NOTES PURCHASE AGREEMENT (this “Agreement”) is entered into on November 2, 2023, by and among BARK, Inc., a Delaware corporation (the “Company”), and each seller identified on the signature pages hereto (each, a “Seller” and, together, the “Sellers”).

WHEREAS, the Sellers hold 5.50% Convertible Secured Notes due 2025 (the “Notes”) of Barkbox, Inc., a wholly-owned subsidiary of the Company (“Barkbox”);

WHEREAS, the Notes are issued pursuant to that certain Indenture, dated as of November 27, 2020, and as amended and supplemented by Supplemental Indenture #1 dated April 30, 2021 and Supplemental Indenture #2 dated June 2, 2021 (such Indenture, as so amended and supplemented, the “Indenture”), among Barkbox, U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee and collateral agent, and the Guarantors named therein; and

WHEREAS, the Company desires to purchase from the Sellers a total of $45,000,000.00 aggregate principal amount of the Notes (the “Purchased Notes”), consisting of the respective aggregate principal amount of the Notes set forth in the “Principal Amount” column opposite each Seller’s name in Exhibit A hereto, plus all the accrued and unpaid interest (whether cash or payment-in-kind (PIK) interest or otherwise) thereon in the amount of $2,275,625.00, for the Wire Amount (as defined below) plus the CIC Repurchase True-Up (as defined below) or the CIC Redemption True-Up (as defined below), as applicable, if any.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.Purchase. Subject to the terms and conditions hereof, effective as of the date hereof, the Company hereby agrees to purchase from each Seller, and each Seller severally hereby agrees to sell to the Company, the respective aggregate principal amount of Purchased Notes set forth opposite such Seller’s name in Exhibit A hereto in exchange for delivery of such Seller’s Pro Rata Portion (as defined below) of the Wire Amount as set forth in Exhibit A hereto. Such purchase and sale of the Purchased Notes (inclusive of principal amount set forth on Exhibit A, plus all accrued and unpaid interest thereon and with respect thereto, as set forth on Exhibit A) is referred to herein as the “Purchase.”

2.Purchase Price; Wire Amount. As consideration for the Purchase, the Company will deliver to the Sellers, at the closing, in the aggregate, a cash purchase price of $42,300,000.00 (the “Purchase Price”) and accrued and unpaid interest thereon and with respect thereto through, but excluding, the date of Purchase, of $2,139,087.50 (the “Accrued but Unpaid Interest Amount”, and together with the Purchase Price, the “Wire Amount”), by wire transfer of immediately available funds to each Seller in the respective amounts set forth in the “Wire Amount” column, respectively, opposite such Seller’s name in Exhibit A hereto (each, a “Pro Rata Portion”) pursuant to wire instructions provided by each Seller in writing to the Company prior to the date hereof. The Company hereby agrees to pay each Seller an additional contingent cash payment in accordance with the terms and conditions of Section 6 below upon the occurrence of a Change of Control (as defined in the Indenture) of the Company on or prior to the Maturity Date (as defined in the Indenture).

3.Closing. The consummation of the Purchase contemplated hereby shall occur concurrent with the execution by the parties of this Agreement on the date hereof.

4.Company Representations and Warranties. The Company represents and warrants to each Seller, as of the date hereof, that:

(a)Authorization. The Company has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable laws affecting creditors’ rights and to equitable principles.

(b)No Breach. The execution and delivery of this Agreement by the Company, the consummation of the transactions herein contemplated and the compliance with the terms of this Agreement will not conflict with, result in the breach of or constitute a material default under, or require any consent or approval under, any material agreement, formation or incorporation document (e.g. charter and bylaws) or material instrument to which the Company is a party or by which it may be bound, and will not conflict with or result in a violation of any statute or any judgement, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective properties.

5.Seller Representations and Warranties. Each Seller, severally and not jointly and severally, represents and warrants to the Company, as of the date hereof, that:

(a)Authorization. Such Seller has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by such Seller. This Agreement constitutes the legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, subject to applicable laws affecting creditors’ rights and to equitable principles.

(b)No Breach. The execution and delivery of this Agreement by such Seller, the consummation of the transactions herein contemplated and the compliance with the terms of this Agreement will not conflict with, result in the breach of or constitute a material default under, or require any consent or approval under, any material agreement, formation or incorporation document (e.g. charter and bylaws) or material instrument to which such Seller is a party or by which it may be bound.

(c)Title to Purchased Notes. Such Seller beneficially owns and holds as of the date hereof, and also owns and holds of record, the Purchased Notes reflected on Exhibit A opposite such Seller’s name, free and clear of any suit, proceeding, call, voting trust, proxy, restriction, security interest, lien or other encumbrance of any kind or nature whatsoever (collectively, a “Lien”) and has full power and authority to transfer and dispose of the Purchased Notes, free and clear of any Lien. Upon the payment of the Wire Amount for, and the delivery of, the Purchased Notes as provided in this Agreement, the Company will acquire good and valid title to the Purchased Notes, free and clear of any Lien other than any Lien which may be imposed as a result of any act of the Company.

(d)Business Experience. Such Seller is capable of independently evaluating the merits and risks of the purchase by the Company of the Purchased Notes in exchange for such Seller’s Pro Rata Portion of the Wire Amount.

(e)Access to Information. Such Seller has had the opportunity to ask questions of, and to receive answers from, appropriate executive officers of the Company with respect to the terms and conditions of this Agreement and with respect to the business, affairs, financial condition and results of operations of the Company. Such Seller has had access to such financial and other information as is necessary for such Seller to make a fully informed decision as to this Agreement and the sale of the Purchased Notes. Such Seller acknowledges and agrees that neither the Company nor any of its affiliates or representatives has provided such Seller with any investment advice or any recommendation with respect to the Purchased Notes, nor is such investment advice or recommendation necessary or desired. In connection with the sale of the Purchased Notes by such Seller to the Company, neither the Company nor any of its affiliates or representatives has acted as a financial advisor or fiduciary to such Seller. Such Seller acknowledges that the value of the Purchased Notes (and the stock into which it may be converted) may significantly appreciate or depreciate over time and by agreeing to sell the Purchased Notes to the Company pursuant to this Agreement, such Seller is giving up the opportunity to sell the Purchased Notes (and the stock into which it may be converted) at a possible higher price in the future.  Such Seller understands that the Company will rely on the accuracy and truth of the foregoing representations, and such Seller hereby consents to such reliance.

(f)Advice. Such Seller has consulted such legal, tax, accounting and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its sale of the Purchased Notes. Neither the Company nor any of its officers, directors, stockholders, agents, representatives nor

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affiliates has made warranties or representations to such Seller with respect to the legal, income tax, accounting or investment portfolio consequences of the transactions contemplated by this Agreement.

6.Payments upon Change of Control. If a Change of Control (as defined in the Indenture) occurs at any time after the date hereof and prior to the Maturity Date (as defined in the Indenture), in consideration of, among other things, the Sellers’ existing rights to receive the Change of Control Redemption Price pursuant to Section 13.02 of the Indenture or the Change of Control Repurchase Price pursuant to Section 15.03(a) of the Indenture, as applicable (which would no longer apply to the Sellers in respect of the Purchased Notes), the Company shall make a cash payment, by wire transfer of immediately available funds, to the Sellers in an aggregate amount equal to either, (i) in the case that the Company elects to redeem all of the Notes outstanding at the time of the Change of Control pursuant to Section 13.02 of the Indenture, $11,250,000.00 (the “CIC Redemption True-Up”), with each Seller receiving the respective amount set forth in the “Change of Control Redemption Amount” column opposite such Seller’s name in Exhibit A hereto, or, (ii) in the case that Sellers of the Notes elect to repurchase all of the Notes outstanding at the time of the Change of Control pursuant to Section 15.03(a) of the Indenture, $4,500,000.00 (the “CIC Repurchase True-Up”), with each Seller receiving the respective amount set forth in the “Change of Control Repurchase Amount” column opposite such Seller’s name in Exhibit A hereto, to an account provided by such Seller in writing to the Company. The CIC Repurchase True-Up or CIC Redemption True-Up, as applicable, shall be paid to the Sellers on the date of effectiveness of such Change of Control. The Company shall provide notice of a potential Change of Control to the Sellers no less than ten (10) nor more than 30 calendar days prior to the expected effectiveness of such Change of Control.

7.Notices, etc. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic mail (with no mail undeliverable or other rejection notice), on the date of transmission to such recipient; provided, that such notice, request, demand, claim or other communication is also sent to the recipient pursuant to clauses (i), (iii) or (iv) of this Section 7, (iii) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (iv) four (4) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at the below specified address or electronic mail address, or to such address or electronic mail address as subsequently modified by written notice given in accordance with this Section 7.

If to the Company:

BARK, Inc.
120 Broadway, Floor 12
New York, NY 10271
Attention: Allison Koehler
Email: akoehler@barkbox.com

with a copy (which shall not constitute notice) to

Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Attention: Michael P. Heinz
Email: mheinz@sidley.com

If to the Sellers:

c/o Magnetar Financial LLC
1603 Orrington Avenue, 13th Floor
Evanston, IL 60201
Attn: Chief Legal Officer
FISecuritynotices@magnetar.com

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with a copy (which shall not constitute notice) to

Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
E-mail: ehalperin@willkie.com; sewen@willkie.com
Attention: Eric Halperin; Sean Ewen

8.Assignment; Binding Effect. Subject to the limitations set forth in this Agreement, this Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, legal representatives and successors of the parties hereto.

9.Independent Counsel. The Sellers have had the opportunity to consult with their own counsel with respect to this Agreement.

10.Further Assurances. Each of the Sellers and the Company agrees and provides further assurances that it will, in the future, execute and deliver any and all further agreements, certificates, instruments and documents and do and perform or cause to be done and performed, all acts and things as may be reasonably necessary to carry out the intent and accomplish the purposes of this Agreement.

11.Miscellaneous. This Agreement constitutes the complete, final and exclusive embodiment of the entire agreement among the Company and the Sellers with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by each Seller and a duly authorized officer or other signatory of the Company. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. The parties will endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the invalid, illegal or unenforceable provision(s).

12.Counterparts. This Agreement may be executed and delivered in one or more counterparts and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the Electronic Signatures in Global and National Commerce Act, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

13.Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state.

(b)The parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Agreement must be brought exclusively in the state courts of New York or in the federal courts located in the City and County of New York (collectively the “Designated Courts”). Each party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding with respect to this Agreement may be brought in any other forum. Each party hereby irrevocably waives all claims of immunity from jurisdiction and any objection which such party may now or hereafter have to the laying of venue of any suit, action or proceeding in any Designated Court, including any right to object on the basis that any dispute, action, suit or proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum or venue. Each of the parties also agrees that delivery of any process, summons, notice or document to a party hereof in compliance with Section 7 of this Agreement shall be effective service of process for any action, suit or proceeding in

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a Designated Court with respect to any matters to which the parties have submitted to jurisdiction as set forth above.

(c)EACH PARTY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION 13 AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

14.Remedies.

(a)The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to equitable relief, including in the form of an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. Each of the parties hereto shall be entitled to obtain equitable relief, without proof of actual damages, including an injunction or injunctions or order for specific performance to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement to cause the Company to fund the Wire Amount. The parties hereto further agree (i) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, (ii) not to assert that a remedy of specific enforcement pursuant to this Section 14(a) is unenforceable, invalid, contrary to applicable law or inequitable for any reason and (iii) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.

(b)This Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, affiliate, agent, attorney or other representative of any party hereto or of any affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any claim, action, suit or other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.

15.Disclosure Deadline. The Company shall, by 9:00 a.m., New York City time, on the fourth (4th) business day immediately following the date of this Agreement (such date and time, the “Disclosure Deadline”), issue one or more press releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby, the identities of the parties hereto and any other material, nonpublic information regarding the Company or its subsidiaries or securities that the Company or any of its officers, directors, employees, agents or representatives has provided to the Sellers at any time prior to the filing of the Disclosure Document. From and after the issuance of the Disclosure Document, the Sellers shall not be in possession of any material, non-public information received from the Company or any of its officers, directors or employees. In addition, any obligations of the Sellers to the Company under this Agreement relating to the confidentiality or non-use of information provided by the Company or any of its affiliates

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or representatives shall cease upon the earlier of the Disclosure Deadline or the issuance of the Disclosure Document.

16.Indemnification.

(a)In consideration of the Sellers’ execution and delivery of this Agreement and in addition to all of the other obligations of the Company under this Agreement, the Company shall defend, protect, indemnify and hold harmless each Seller, Magnetar Financial LLC and, as applicable, each such person’s stockholders, partners, members, officers, directors, and employees and any of the agents or other representatives of any of the foregoing, including, without limitation, those retained in connection with the transactions contemplated by this Agreement (each, a “Seller Indemnitee” and collectively, the “Seller Indemnitees”), from and against any and all actions, causes of action, suits, losses, costs, taxes, fees, liabilities, penalties and damages, and expenses, irrespective of whether the Seller Indemnitee is a party to the action for which indemnification hereunder is sought, including reasonable and documented attorneys’ fees and disbursements, which shall not include any punitive, exemplary, special, incidental or consequential damages or losses of any kind whatsoever (including, but not limited to, lost profits arising from diminution in value or otherwise) (the “Seller Indemnified Liabilities”), incurred by any Seller Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, (ii) any third party claim with respect to, in respect of or relating to clause (i) of this Section 16(a), and/or (iii) any third party claim brought by a stockholder of the Company other than a third party claim by a Seller Indemnitee.

(b)In consideration of the Company’s execution and delivery of this Agreement and in addition to all of the other obligations of the Sellers under this Agreement, each Seller shall, severally, and not jointly, defend, protect, indemnify and hold harmless the Company and, as applicable, the Company’s stockholders, partners, members, officers, directors and employees and any agents or other representatives of any of the foregoing, including, without limitation, those retained in connection with the transactions contemplated by this Agreement (each, a “Company Indemnitee” and collectively, the “Company Indemnitees”), from and against any and all actions, causes of action, suits, losses, costs, taxes, fees, liabilities, penalties and damages, and expenses, irrespective of whether the Company Indemnitee is a party to the action for which indemnification hereunder is sought, including reasonable and documented attorneys’ fees and disbursements, which shall not include any punitive, exemplary, special, incidental or consequential damages or losses of any kind whatsoever (including, but not limited to, lost profits arising from diminution in value or otherwise) (the “Company Indemnified Liabilities” and together with the Seller Indemnified Liabilities, the “Indemnified Liabilities”), incurred by any Company Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by such Seller in this Agreement and/or (ii) any third party claim with respect to, in respect of or relating to clause (i) of this Section 16(b).

(c)Promptly after receipt by an indemnitee under this Section 16 of notice of any claim or the commencement of any action or proceeding (including any governmental investigation), such indemnitee will, if a claim for indemnification in respect thereof is to be made against the indemnifying party, notify the indemnifying party in writing of the commencement thereof; but the omission to so notify will not relieve the indemnifying party from any liability it may have to any indemnitee to the extent the indemnifying party is not materially prejudiced as a result thereof. In case any such action or proceeding is brought against any indemnitee, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect, by written notice delivered to such indemnitee promptly after receiving the aforesaid notice from such indemnitee, to assume the defense thereof, with counsel reasonably satisfactory to such indemnitee; provided, however, that (a) the indemnifying party notifies the indemnitee no later than ten (10) calendar days after the indemnitee has given notice of such action or proceeding that the indemnifying party will assume the defense and indemnify the indemnitee from and against any Indemnified Liabilities that the indemnitee may incur in connection with such action or proceeding, (b) if the defendants (including any impleaded parties) in any such action include both the indemnitee and the indemnifying party and the indemnitee shall have reasonably concluded that there may be legal defenses available to it and/or other indemnitees that are different from or additional to those available to the indemnifying party, the indemnitee or indemnitees shall have the right to select separate counsel to defend such action on behalf of such indemnitee or indemnitees, (c) the indemnifying party provides the

6

indemnitee with evidence reasonably acceptable to the indemnitee that the indemnifying party will have the financial resources to defend against such action or proceeding and fulfill its obligations hereunder, (d) the action or proceeding involves only money damages and does not seek an injunction or other equitable relief, and (e) settlement of, or an adverse judgment with respect to, the action or proceeding is not, in the good faith judgment of the indemnitee, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the indemnitee (collectively, (a) through (e), the “Assumption Conditions”). Upon receipt of notice from the indemnifying party to such indemnitee of its election to so appoint counsel to defend such action and reasonable approval by the indemnitee of such counsel, the indemnifying party will not be liable to such indemnitee under this Section 16 for any legal or other expenses subsequently incurred by such indemnitee in connection with the defense thereof unless: (i) the indemnitee shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expense of more than one separate counsel (in addition to any local counsel), approved by the indemnitee representing the indemnitees who are parties to such action); (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnitee to represent the indemnitee within a reasonable time after notice or commencement of the action; (iii) the indemnifying party shall have authorized the employment of counsel for the indemnitee at the expense of the indemnifying party; or (iv) the use of counsel chosen by the indemnifying party to represent the indemnitee would present such counsel with a conflict of interest.

(d)In the event that any of the Assumption Conditions is or becomes unsatisfied, (a) subject to Section 16(e) below, the indemnitee may defend against, settle, compromise and consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder in any manner it may reasonably deem appropriate, (b) the indemnifying party will reimburse the indemnitee promptly and periodically for the costs of defending against such claim, action, suit or proceeding (including reasonable attorneys’ fees and expenses), and (c) the indemnifying party will remain responsible for any Indemnified Liabilities the indemnitee may suffer to the extent resulting from, arising out of, or caused by such claim, action, suit or proceeding to the fullest extent provided in this Section 16.

(e)Notwithstanding anything to the contrary contained herein, the indemnifying party and the indemnitees will not, without the prior written consent of the applicable indemnitees, or the indemnifying party, as applicable, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not such indemnitees are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes a release of each indemnitee, or the indemnifying party, as applicable, from all liability arising out of such claim, action, suit or proceeding and does not include an admission of guilt of, or failure to act by, the indemnitee, or include any injunctive relief against any indemnitee.

(f)Notwithstanding anything to the contrary herein, the provisions of this Section 16 are intended solely for the benefit of the parties to this Agreement and not for the benefit of, nor may any provision hereby be enforced by, any other person.

[Signature pages follow.]

7

IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed by its duly authorized representative as of the date first set forth above.

BARK, INC.
By:	/s/ Matt Meeker
	Name: Matt Meeker
	Title: Chief Executive Officer

[Signature Page to Notes Purchase Agreement]

MAGNETAR FINANCIAL LLC
By:	/s/ Karl Watcher
	Name: Karl Wachter
	Title: General Counsel
MAGNETAR CONSTELLATION MASTER FUND, LTD
By:	/s/ Karl Watcher
	Name: Karl Wachter
	Title: General Counsel
MAGNETAR CONSTELLATION FUND II, LTD
By:	/s/ Karl Watcher
	Name: Karl Wachter
	Title: General Counsel
MAGNETAR STRUCTURED CREDIT FUND, LP
By:	/s/ Karl Watcher
	Name: Karl Wachter
	Title: General Counsel
MAGNETAR XING HE MASTER FUND LTD
By:	/s/ Karl Watcher
	Name: Karl Wachter
	Title: General Counsel

[Signature Page to Notes Purchase Agreement]

MAGNETAR LONGHORN FUND LP
By:	/s/ Karl Watcher
	Name: Karl Wachter
	Title: General Counsel
PURPOSE ALTERNATIVE CREDIT FUND—F LLC
By:	/s/ Karl Watcher
	Name: Karl Wachter
	Title: General Counsel
PURPOSE ALTERNATIVE CREDIT FUND—T LLC
By:	/s/ Karl Watcher
	Name: Karl Wachter
	Title: General Counsel
MAGNETAR LAKE CREDIT FUND LLC
By:	/s/ Karl Watcher
	Name: Karl Wachter
	Title: General Counsel

[Signature Page to Notes Purchase Agreement]

EX-31.1

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Matt Meeker, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2023 of BARK, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 08, 2023	/s/ Matt Meeker
	Matt Meeker
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Zahir Ibrahim, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2023 of BARK, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 08, 2023	/s/ Zahir Ibrahim
	Zahir Ibrahim
	Chief Financial Officer
	(Principal Financial Officer)

EX-31.3

EXHIBIT 31.3

CERTIFICATION

PURSUANT TO RULES 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brian Dostie, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2023 of BARK, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 08, 2023	/s/ Brian Dostie
	Brian Dostie
	Vice President of Accounting, Controller
	(Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this quarterly report on Form 10-Q of BARK, Inc. (the “Company”) for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matt Meeker, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by the Report.

November 08, 2023	/s/ Matt Meeker
	Matt Meeker
	Chief Executive Officer
	(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this quarterly report on Form 10-Q of BARK, Inc. (the “Company”) for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zahir Ibrahim, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by the Report.

November 08, 2023	/s/ Zahir Ibrahim
	Zahir Ibrahim
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.3

EXHIBIT 32.3

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this quarterly report on Form 10-Q of BARK, Inc. (the “Company”) for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian Dostie, Principal Accounting Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by the Report.

November 08, 2023	/s/ Brian Dostie
	Brian Dostie
	Vice President of Accounting, Controller
	(Principal Accounting Officer)

XML

Cover - shares	6 Months Ended
	Sep. 30, 2023	Nov. 06, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-39691
Entity Registrant Name	BARK, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-1872418
Entity Address, Address Line One	120 Broadway
Entity Address, Address Line Two	Floor 12
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10271
City Area Code	855
Local Phone Number	501-2275
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		179,280,860
Central Index Key	0001819574
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--03-31
Amendment Flag	false
Common Stock, par value $0.0001
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	BARK
Security Exchange Name	NYSE
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	BARK WS
Security Exchange Name	NYSE

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2023	Mar. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 160,541	$ 177,911
Accounts receivable—net	12,390	6,554
Prepaid expenses and other current assets	4,296	3,552
Inventory	109,391	124,336
Total current assets	286,618	312,353
PROPERTY AND EQUIPMENT—NET	28,719	39,851
INTANGIBLE ASSETS—NET	11,606	4,090
OPERATING LEASE RIGHT-OF-USE ASSETS	34,772	36,892
OTHER NONCURRENT ASSETS	7,271	7,234
TOTAL ASSETS	368,986	400,420
CURRENT LIABILITIES:
Accounts payable	26,089	34,370
Operating lease liabilities, current	4,831	5,484
Accrued and other current liabilities	30,702	31,975
Deferred revenue	24,340	27,772
Total current liabilities	85,962	99,601
LONG-TERM DEBT	81,594	81,221
OPERATING LEASE LIABILITIES	46,094	47,240
OTHER LONG-TERM LIABILITIES	4,389	1,821
Total liabilities	218,039	229,883
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS’ EQUITY:
Common stock, par value $0.0001 per share—500,000,000 shares authorized; 179,190,106 and 177,647,754 shares issued	1	1
Treasury stock, at cost, 2,767,684 and 0 shares, respectively	(4,120)	0
Additional paid-in capital	486,845	480,370
Accumulated deficit	(331,779)	(309,834)
Total stockholders’ equity	150,947	170,537
TOTAL LIABILITIES, AND STOCKHOLDERS’ EQUITY	$ 368,986	$ 400,420

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2023	Mar. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value (in USD per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	179,190,106	177,647,754
Treasury stock, at cost (in shares)	2,767,684	0

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
REVENUE	$ 123,036,000	$ 143,814,000	$ 243,626,000	$ 274,964,000
COST OF REVENUE	47,394,000	63,473,000	94,948,000	118,809,000
Gross profit	75,642,000	80,341,000	148,678,000	156,155,000
OPERATING EXPENSES:
General and administrative	68,931,000	74,156,000	138,352,000	153,745,000
Advertising and marketing	17,810,000	15,331,000	35,429,000	31,694,000
Total operating expenses	86,741,000	89,487,000	173,781,000	185,439,000
LOSS FROM OPERATIONS	(11,099,000)	(9,146,000)	(25,103,000)	(29,284,000)
INTEREST INCOME	1,996,000	0	4,133,000	0
INTEREST EXPENSE	(1,366,000)	(1,340,000)	(2,745,000)	(2,728,000)
OTHER INCOME (EXPENSE)—NET	132,000	(153,000)	1,715,000	5,965,000
NET LOSS BEFORE INCOME TAXES	(10,337,000)	(10,639,000)	(22,000,000)	(26,047,000)
PROVISION FOR INCOME TAXES	0	0	0	0
NET LOSS AND COMPREHENSIVE LOSS	(10,337,000)	(10,639,000)	(22,000,000)	(26,047,000)
NET LOSS AND COMPREHENSIVE LOSS	$ (10,337,000)	$ (10,639,000)	$ (22,000,000)	$ (26,047,000)
Net loss per common share attributable to common stockholders—basic (in USD per share)	$ (0.06)	$ (0.06)	$ (0.12)	$ (0.15)
Net loss per common share attributable to common stockholders—diluted (in USD per share)	$ (0.06)	$ (0.06)	$ (0.12)	$ (0.15)
Weighted average common shares used to compute net loss per share attributable to common stockholders—basic (in shares)	176,975,883	176,463,723	177,150,161	175,980,473
Weighted average common shares used to compute net loss per share attributable to common stockholders—diluted (in shares)	176,975,883	176,463,723	177,150,161	175,980,473

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Deficit
Shares outstanding, beginning balance (in shares) at Mar. 31, 2022		175,290,143
Beginning balance at Mar. 31, 2022	$ 217,061	$ 1		$ 465,313	$ (248,253)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(26,047)				(26,047)
Issuance for stock options exercised (in shares)		1,465,376
Issuance for stock options exercised	896			896
Common stock issued upon vesting of restricted stock units and issuance for restricted stock units vested (in shares)		346,472
Stock-based compensation	8,195			8,195
Cumulative translation adjustment	2				2
Shares outstanding, ending balance (in shares) at Sep. 30, 2022		177,101,991
Ending balance at Sep. 30, 2022	200,107	$ 1		474,404	(274,298)
Shares outstanding, beginning balance (in shares) at Jun. 30, 2022		176,098,718
Beginning balance at Jun. 30, 2022	206,155	$ 1		469,810	(263,656)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(10,639)				(10,639)
Issuance for stock options exercised (in shares)		763,200
Issuance for stock options exercised	742			742
Common stock issued upon vesting of restricted stock units and issuance for restricted stock units vested (in shares)		240,073
Stock-based compensation	3,852			3,852
Cumulative translation adjustment	(3)				(3)
Shares outstanding, ending balance (in shares) at Sep. 30, 2022		177,101,991
Ending balance at Sep. 30, 2022	200,107	$ 1		474,404	(274,298)
Shares outstanding, beginning balance (in shares) at Mar. 31, 2023		177,647,754
Beginning balance at Mar. 31, 2023	$ 170,537	$ 1	$ 0	480,370	(309,834)
Treasury stock beginning balance (in shares) at Mar. 31, 2023	0		0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (22,000)				(22,000)
Issuance for stock options exercised (in shares)		98,888
Issuance for stock options exercised	94			94
Common stock issued upon vesting of restricted stock units and issuance for restricted stock units vested (in shares)		1,765,033
Issuance of common stock in connection with the employee stock purchase plan (in shares)		246,733
Issuance of common stock in connection with the employee stock purchase plan	286			286
Common stock and RSU withheld for tax upon release (in shares)		(568,302)
Common stock and RSU withheld for tax upon release	(819)			(819)
Repurchase of common stock (in shares)			(2,767,684)
Repurchase of common stock	(4,120)		$ (4,120)
Stock-based compensation	6,914			6,914
Cumulative translation adjustment	55				55
Shares outstanding, ending balance (in shares) at Sep. 30, 2023		179,190,106
Ending balance at Sep. 30, 2023	$ 150,947	$ 1	$ (4,120)	486,845	(331,779)
Treasury stock ending balance (in shares) at Sep. 30, 2023	(2,767,684)		(2,767,684)
Shares outstanding, beginning balance (in shares) at Jun. 30, 2023		178,760,600
Beginning balance at Jun. 30, 2023	$ 161,938	$ 1	$ 0	483,432	(321,495)
Treasury stock beginning balance (in shares) at Jun. 30, 2023			0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(10,337)				(10,337)
Issuance for stock options exercised (in shares)		12,932
Issuance for stock options exercised	13			13
Issuance for common stock vested (in shares)		604,289
Issuance for common stock vested	0
Common stock and RSU withheld for tax upon release (in shares)		(187,715)
Common stock and RSU withheld for tax upon release	(289)			(289)
Repurchase of common stock (in shares)			(2,767,684)
Repurchase of common stock	(4,120)		$ (4,120)
Stock-based compensation	3,689			3,689
Cumulative translation adjustment	53				53
Shares outstanding, ending balance (in shares) at Sep. 30, 2023		179,190,106
Ending balance at Sep. 30, 2023	$ 150,947	$ 1	$ (4,120)	$ 486,845	$ (331,779)
Treasury stock ending balance (in shares) at Sep. 30, 2023	(2,767,684)		(2,767,684)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (22,000)	$ (26,047)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation & amortization	5,941	4,017
Impairment of assets	2,970	0
Amortization of right-of-use assets	2,120	2,485
Loss (Gain) on disposal of assets	72	(20)
Amortization of deferred financing fees and debt discount	374	326
Bad debt expense	34	554
Stock-based compensation expense	6,914	8,195
Provision for inventory obsolescence reserve	879	95
Change in fair value of warrant liabilities and derivatives	(1,434)	(4,959)
Changes in operating assets and liabilities:
Accounts receivable	(5,869)	(8,148)
Inventory	14,065	(7,615)
Prepaid expenses and other current assets	(988)	(484)
Other noncurrent assets	(125)	(16)
Accounts payable and accrued expenses	(6,426)	14,368
Deferred revenue	(3,431)	(2,667)
Proceeds from tenant improvement allowances	0	1,628
Operating lease liabilities	(1,800)	(1,510)
Other liabilities	788	235
Net cash used in operating activities	(7,916)	(19,563)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(4,933)	(14,108)
Net cash used in investing activities	(4,933)	(14,108)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of finance lease obligations	(106)	(310)
Proceeds from the exercise of stock options	94	896
Proceeds from issuance of common stock under ESPP	286	0
Tax payments related to the issuance of common stock	(819)	0
Payments to repurchase common stock	(4,120)	0
Net cash (used in) provided by financing activities	(4,665)	586
Effect of exchange rate changes on cash	55	2
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(17,459)	(33,083)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—BEGINNING OF PERIOD	183,068	201,679
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—END OF PERIOD	165,609	168,596
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents	160,541	166,310
Restricted cash - Other noncurrent assets	5,068	2,286
Total cash, cash equivalents and restricted cash	165,609	168,596
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Purchases of property and equipment included in accounts payable and accrued liabilities	11	2,311
Cash paid for interest	75	154
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Establishment of operating lease	$ 0	$ 24,576

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ORGANIZATION AND DESCRIPTION OF BUSINESS

6 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND DESCRIPTION OF BUSINESS

ORGANIZATION AND DESCRIPTION OF BUSINESS

BARK, Inc., is an omnichannel brand serving dogs across two product lines of toys and accessories, and consumables. The Company is located and headquartered in New York, New York.

BARK, Inc. was incorporated in Delaware on July 8, 2020 as Northern Star Acquisition Corp. (“Northern Star”) as a special purpose acquisition company with the purpose of effecting a merger with one or more operating businesses. On June 1, 2021, Northern Star completed the acquisition of Barkbox, Inc., a Delaware corporation (“Legacy BARK” and the acquisition, the “Merger”), pursuant to that certain Agreement and Plan of Reorganization (the “Merger Agreement”), dated December 16, 2020, by and among Northern Star, NSAC Merger Sub Corp. and wholly-owned subsidiary of Northern Star (“Merger Sub”), and Legacy Bark. Following the Merger, the Company’s legal name became “The Original BARK Company,” and in November 2021 changed its name to BARK, Inc. The Merger between Northern Star and Legacy BARK was accounted for as a reverse recapitalization.

Throughout the notes to the condensed consolidated financial statements, unless otherwise noted, the “Company,” “we,” “us” or “our” and similar terms refer to Legacy BARK and its subsidiaries prior to the consummation of the Merger, and BARK and its subsidiaries after the consummation of the Merger.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation—The accompanying condensed consolidated financial statements include the accounts of BARK, Inc. and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s audited consolidated financial statements as of and for the years ended March 31, 2023 and 2022 contained in the Annual Report on Form 10-K filed with the SEC on June 1, 2023.

The consolidated balance sheet as of March 31, 2023, included herein, was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, required on an annual reporting basis.

In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three and six months ended September 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending March 31, 2024, or any other period.

There have been no material changes to the Company’s significant accounting policies as described in the audited consolidated financial statements as of March 31, 2023 and 2022.

Although the Company has incurred recurring losses in each fiscal year since inception, the Company expects its cash and cash equivalents will be sufficient to fund operations for at least the next twelve months.

Use of Estimates—The Company makes estimates and assumptions about future events that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates, judgments and assumptions.

The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements. The most significant estimates relate to determination of fair value of the Company’s allowance for uncollectible accounts receivable, excess and obsolete inventory reserve, stock-based compensation, stand-alone selling price of Direct to Consumer offerings and fair value of right-of-use assets. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and records adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates.

Impact of the COVID-19 Pandemic—The Company continues to monitor the impact of the COVID-19 pandemic, including the emergence and spread of variants of COVID-19 on the U.S. and global economies and on the Company’s operating results, financial condition and cash flows. The estimates of the impact COVID-19 may have on the Company’s business may change based on new information that may emerge concerning COVID-19, the actions to contain it or treat its impact and the economic impact on local, regional, national and international markets. The Company has not incurred any significant impairment losses in the carrying values of its assets as a result of the COVID-19 pandemic and is not aware of any specific related event or circumstance that could require the Company to revise the estimates reflected in its condensed consolidated financial statements.

Fair Value of Financial Instruments—The Company’s financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses, are carried at historical cost. At September 30, 2023 and March 31, 2023, the carrying amounts of these instruments approximated their fair values because of their short-term nature. The carrying amounts of the Company’s long-term debt approximate the fair value based on consideration of current borrowing rates available to the Company.

Assets and liabilities recorded at fair value on a recurring basis in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3—Unobservable inputs that are supported by little or no market data for the related assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following summarizes assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands):

	As of September 30, 2023
	Level 1		Level 2		Level 3		Total
Assets
Money market funds(1)	$	91,986	$	—	$	—	$	91,986
	$	91,986	$	—	$	—	$	91,986
Liabilities
Public warrant liability(2)	$	1,102	$	—	$	—	$	1,102
Private warrant liability(2)	—		593		—		593
	$	1,102	$	593	$	—	$	1,695

	As of March 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Money market funds(1)	$	155	$	—	$	—	$	155
	$	155	$	—	$	—	$	155
Liabilities
Public warrant liability(2)	$	2,035	$	—	$	—	$	2,035
Private warrant liability(2)	—		1,094		—		1,094
	$	2,035	$	1,094	$	—	$	3,129

______________

(1)As of September 30, 2023 and March 31, 2023, the Company had cash equivalents held in a money market account. The Company has concluded that due to the highly liquid nature of the money market account, the carrying value approximates fair value, which represents a Level 1 input. The balance of cash equivalents held in the money market account is included in cash and cash equivalents.

(2)Included in accrued and other current liabilities.

The Company’s warrants include publicly-traded warrants (the “Public Warrants”) which were issued as one-third of a warrant per unit issued during the Company’s initial public offering on November 10, 2020 (the “IPO”), warrants sold in a private placement to Northern Star’s sponsor (the “Private Warrants”), and preferred share warrants issued by Legacy BARK which were assumed by the Company in connection with the Merger and exchanged into warrants for BARK common stock (the “Common Stock Warrants”). All of the Common Stock Warrants have been exercised and are no longer outstanding.

The Company evaluated its warrants under Accounting Standards Codification (“ASC”) ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public Warrants and Private Warrants meet the definition of a derivative under ASC 815, the warrants have been recorded as current liabilities on the balance sheet at fair value upon issuance, with subsequent changes in their respective fair values recognized in other income, net on the condensed consolidated statements of operations and comprehensive loss at each reporting date. See further disclosure on the change in fair value of Public and Private Warrant liabilities within Note 10, “Other Income (Expense) - Net.”

Restricted Cash—The Company has restricted cash to secure a letter of credit for four of its leases, restricted cash is expected to be maintained as a security deposit for the duration of each respective lease. As of September 30, 2023 and March 31, 2023, the Company has classified $5.1 million and $5.2 million, respectively, within other noncurrent assets, as restricted cash.

Concentration of Credit Risk and Major Customers and Suppliers—Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with one domestic financial institution of high credit quality.

The Company’s accounts receivable are derived from sales contracts with large retail customers. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary.

Significant customers are those that represent more than 10% of the Company’s total revenues or gross accounts receivable balance at each balance sheet date. For the three and six months ended September 30, 2023 and 2022, the Company did not have any customers that accounted for 10% or more of total revenues. The Company had two customers that accounted for 45% and 58% of gross accounts receivable as of September 30, 2023 and March 31, 2023, respectively. The Company’s accounts receivable relates to sales to customers within the Commerce segment, which represented 11.3% and 14.2% of total revenue for the six months ended September 30, 2023, and 2022, respectively.

Significant suppliers are those that represent more than 10% of the Company’s total finished goods purchased or accounts payable at each balance sheet date. During the three months ended September 30, 2023 and 2022, the Company had two suppliers that accounted for 40% of total finished goods purchased and two suppliers that accounted for 32% of total finished goods purchased, respectively. During the six months ended September 30, 2023 and 2022, the Company had two suppliers that accounted for 36% of total finished goods purchased and two suppliers that accounted for 31% of total finished goods purchased, respectively. The Company had two suppliers that accounted for 37% and 41% of the accounts payable balance as of September 30, 2023 and March 31, 2023, respectively.

Recent Accounting Pronouncements

The Company did not identify any significant recently issued accounting pronouncements that may potentially impact our financial position and results of operations.

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REVENUE FROM CONTRACTS WITH CUSTOMERS

6 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

REVENUE FROM CONTRACTS WITH CUSTOMERS

REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company’s standard payment terms vary but do not result in a significant delay between the timing of invoice and payment. The Company occasionally negotiates other payment terms during the contracting process for its retail business. The Company has elected the practical expedient to not adjust the total consideration within a contract to reflect a financing component when the duration of the financing is one year or less.

Disaggregated Revenue

Revenue disaggregated by significant revenue stream for the three and six months ended September 30, 2023 and 2022 were as follows (in thousands):

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Revenue
Direct to Consumer:
Toys & Accessories(1)	$	67,149	$	76,493	$	139,251	$	154,013
Consumables(1)	37,163		41,054		76,947		81,931
Total Direct to Consumer	$	104,312	$	117,547	$	216,198	$	235,944
Commerce	18,724		26,267		27,428		39,020
Revenue	$	123,036	$	143,814	$	243,626	$	274,964

(1) The allocation between Toys & Accessories and Consumables includes estimates and was determined utilizing data on stand-alone selling prices that the Company charges for similar offerings, and also reflects historical pricing practices.

Contract Liability

The Company’s contract liability represents cash collections from its customers prior to delivery of subscription products, which is recorded as deferred revenue on the condensed consolidated balance sheets. Deferred revenue is recognized as revenue upon the delivery of the box or product.

Deferred revenue was $24.3 million and $27.8 million as of September 30, 2023 and March 31, 2023, respectively.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account. Performance obligations are satisfied as of a point in time when control of promised goods are transferred to customers. The Company has elected to not disclose information related to remaining performance obligations due to their original expected terms being one year or less.

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DEBT

6 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

DEBT

DEBT

As of September 30, 2023 and March 31, 2023, long-term debt consisted of the following (in thousands):

	As of September 30,		As of March 31,
	2023		2023
2025 Convertible Notes	$	83,525	$	83,525
Less: deferred financing fees and debt discount	(1,931)		(2,304)
Total long-term debt	$	81,594	$	81,221

2025 Convertible Notes

On November 27, 2020, the Company issued $75.0 million aggregate principal amount of 2025 Convertible Notes (the “2025 Convertible Notes”) to Magnetar Capital, LLC (“Magnetar”) under an indenture, dated as of November 27, 2020, between Legacy BARK and U.S. Bank National Association, as trustee and collateral agent (the “Indenture”). The Company received net proceeds of approximately $74.7 million from the sale of the 2025 Convertible Notes, after deducting fees and expenses of approximately $0.3 million. The Company recorded the expenses associated with the issuance of the 2025 Convertible Notes as a discount to the note and will amortize the expenses over the term of the note. The 2025 Convertible Notes will mature on December 1, 2025, unless earlier converted, redeemed or repurchased.

The 2025 Convertible Notes are governed by the Indenture. The 2025 Convertible Notes bear interest at the annual rate of 5.50%, payable entirely in payment-in-kind annually on December 1st of each year commencing December 1, 2021, compounded annually. The accrued interest of $4.4 million and $4.2 million was paid-in-kind through an increase of the outstanding principal on the 2025 Convertible Notes on December 1, 2022 and 2021, respectively.

If the 2025 Convertible Notes are not converted into common stock by the maturity date, the Company must repay the outstanding principal amount plus accrued interest.

The 2025 Convertible Notes contain call and put options to be settled in cash contingent upon the occurrence of a change of control and a default interest rate increase of 3.0% applicable upon the occurrence of an event of default that when evaluated under the guidance of ASC 815, Derivatives and Hedging, are embedded derivatives requiring bifurcation at fair value. The fair value calculation includes Level 3 inputs including the estimated fair value of the Company’s common stock and assumptions regarding the probability that the contingent call or put will be exercised

or an event of default will occur. Management determined that the probability that the contingent events will occur was near zero at inception and has remained near zero as of September 30, 2023. Therefore, the Company did not record a derivative liability related to these features as of September 30, 2023. The Company will assess the probability of occurrence quarterly during the term of the 2025 Convertible Notes.

As of September 30, 2023 and March 31, 2023, the Company had $83.5 million of outstanding borrowings under the note purchase agreement governing the purchase and sale of the 2025 Convertible Notes agreement.

Western Alliance Bank—Line of Credit and Term Loan

In October 2017, the Company entered into a loan and security agreement (as subsequently amended, the “Western Alliance Agreement”) and issued a warrant to purchase preferred stock (“Initial Western Alliance Warrant”) to Western Alliance Bank (“Western Alliance”), which provided for a secured revolving line of credit (the “Credit Facility”) in an aggregate principal amount of up to $35.0 million with a maturity date of October 12, 2020, which was extended several times among other amendments. On October 10, 2023, the Company and Western Alliance entered into the seventeenth loan and security modification agreement, which extended the Credit Facility maturity date to October 31, 2023. On that date, the Credit Facility expired with no outstanding borrowings. The Company is evaluating alternative options or further renewal of the Credit Facility.

The interest rate for borrowings under the Credit Facility, as amended, was equal to (i) the greater of the prime rate that is published in the Money Rates section of The Wall Street Journal from time to time (the “Prime Rate”) and five and one quarter percent (5.25%), plus (ii) half of one percent (0.50%), per annum.

The Credit Facility had a borrowing base subject to an amount equal to eighty percent (80.00%) of the Company’s trailing three months of subscription revenue and an amount equal to (80.00%) of certain of the Company’s customer accounts receivable when a collateral audit is performed and sixty percent (60.00%) when no such collateral audit is performed. Western Alliance had first perfected security in substantially all of the Company’s assets, including its rights to its intellectual property.

As of September 30, 2023 and March 31, 2023, there were no outstanding borrowings under the Credit Facility.

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STOCKHOLDERS’ EQUITY

6 Months Ended

Sep. 30, 2023

Statement of Stockholders' Equity [Abstract]

STOCKHOLDERS’ EQUITY

STOCKHOLDERS’ EQUITY

On August 17, 2023, the Company announced that its Board of Directors has authorized a stock repurchase program, pursuant to which the Company may repurchase, from time to time, up to an aggregate of $7.5 million of the Company’s outstanding shares of common stock, exclusive of any fees, commissions or other expenses related to such repurchases. The Company’s stock repurchase programs may be limited or terminated at any time without prior notice. The timing and actual number of shares repurchased will depend on a variety of factors, including corporate and regulatory requirements, price and other market conditions and management’s determination as to the appropriate use of our cash.

During the three and six months ended September 30, 2023, the Company purchased 2,767,684 shares of its common stock under the program in open market transactions for $4.1 million at an average price of $1.49. The repurchased shares of common stock were recorded as treasury stock and were accounted for under the cost method. None of the repurchased shares of common stock have been retired. As of September 30, 2023, $3.4 million of the authorization remained available for future share repurchases.

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STOCK-BASED COMPENSTION PLANS

6 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSTION PLANS

STOCK-BASED COMPENSATION PLANSEquity Incentive Plans

The Barkbox, Inc. 2011 Stock Incentive Plan (as amended from time to time, the “2011 Plan”) provides for the award of stock options and other equity interests in the Company to directors, officers, employees, advisors or consultants of the Company.

On June 1, 2021, in connection with the Merger, the 2021 Equity Incentive Plan (the “2021 Plan”) became effective and 16,929,505 authorized shares of common stock were reserved for issuance thereunder. In addition, pursuant to the terms of the Merger Agreement, on the Closing Date of the Merger, options to purchase shares of Legacy BARK’s common stock previously issued under the 2011 Plan were converted into options to purchase an aggregate of 29,390,344 shares of BARK common stock.

Beginning on April 1, 2022 and ending on (and including) March 31, 2031, the aggregate number of shares of common stock that may be issued under the 2021 Plan shall increase by a number, determined by the Company’s Board of Directors (the “Board”) on or before May 1st of such fiscal year, not to exceed 5% of the total number of shares of common stock issued and outstanding on the last day of the preceding fiscal year. In April 2023, the Board approved an increase of the aggregate number of common stock that may be issued under the 2021 Plan by 8,876,143 shares. As of September 30, 2023, 17,805,142 shares of common stock were available for the Company to grant under the 2021 Stock Plan; there were no more shares available for grant under the 2011 Plan. Periodically, the Company issues new hire, promotion and other awards under the 2021 Stock Plan and awards may be forfeited resulting in the underlying shares returning to the 2021 Stock Plan.

The 2011 and 2021 Plans (together, the “Plans”) are administered by the Company’s Compensation Committee of its Board (the “Compensation Committee”). The exercise prices, vesting and other restrictions are determined by the Board, except that the exercise price per share of a stock option may not be less than 100% of the fair value of the common share on the date of grant. Stock options awarded under the Plans typically expire 10 years after the date of the grant and generally have vesting conditions of 25% on the first anniversary of the date of grant and 75% on a monthly basis at a rate of 1/36th unless otherwise determined by the Compensation Committee. Restricted stock units (“RSU”) awarded under the plan for the purchase of common stock will vest based on continued service which is generally four years. The grant date fair value of the award will be recognized as compensation expense over the requisite service period. The fair value of the RSUs is estimated on the date of grant based on the fair value of the Company’s common stock. The Plans provide that the Compensation Committee shall determine the vesting conditions of awards granted under the Plans, and the Compensation Committee has from time to time approved vesting schedules for certain awards that deviate from the vesting conditions described in the previous sentence.

Employee Stock Purchase Plan

In June 2021, the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) became effective. The 2021 ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. On the first day of each fiscal year commencing on April 1, 2022 and ending on (and including) March 31, 2041, the aggregate number of shares of common stock that may be issued under the ESPP shall increase by a number, determined by the Board on or before May 1st of such fiscal year, not to exceed the lesser of (i) one percent (1%) of the total number of shares of common stock issued and outstanding on the last day of the preceding fiscal year or (ii) 1,500,000 shares of common stock. If the Board does not determine to increase the aggregate number of shares of common stock in the ESPP by May 1st of such fiscal year, such increase shall be zero.

In April 2023, the Board approved the authorization of an additional 1,500,000 shares of common stock that may be issued under the 2021 ESPP. A total of 4,885,901 shares of common stock have been reserved for future issuance under the 2021 ESPP.

Employees who elect to participate in the ESPP commence payroll withholdings that accumulate through the end of the respective offering period. In accordance with the guidance in ASC 718-50 - Compensation - Stock Compensation, the ability to purchase shares of the Company’s common stock for eighty-five percent (85%) of the lower of the price on the first day of the offering period or the last day of the offering period (i.e. the purchase date) represents an option and, therefore, the ESPP is a compensatory plan under this guidance. Accordingly, share-based compensation expense is determined based on the option’s grant-date fair value as estimated by applying the Black Scholes option-pricing model and is recognized over the withholding period.

During the three and six months ended September 30, 2023, employees who elected to participate in the ESPP purchased a total of 246,733 shares of common stock at an average price of $1.16, resulting in cash proceeds to the Company of approximately $0.3 million. ESPP employee payroll contributions accrued as of September 30, 2023 were approximately $0.2 million, and are included within accrued and other current liabilities in the condensed consolidated balance sheet. Cash withheld via employee payroll deductions is presented in financing activities as proceeds from stock purchases under employee stock purchase plan on the consolidated statement of cash flows.

Stock Option Activity

During the six months ended September 30, 2023 the Company granted to its employees equity awards to purchase an aggregate of 1,082,500 shares of common stock with a weighted average exercise price of $1.18 vesting over a four-year period.

Restricted Stock Unit (“RSU”) Activity

During the six months ended September 30, 2023 the Company granted to its employees RSUs for the purchase of 9,579,320 shares of common stock.

In July 2023, the Company approved the Fiscal Year 2024 Management Incentive Program (“2024 Incentive Program”). Under this program, each participant’s award is denominated in shares of common stock and is subject to attainment of BARK’s performance goals as established by the Compensation Committee of the Board for fiscal year 2024. We recorded a stock compensation expense of $0.5 million during the three and six months ended September 30, 2023.

Market-based Award

On April 15, 2022, pursuant to the 2021 Plan, the Company granted its CEO a market condition performance option award for the purchase of up to 600,000 shares of the Company’s common stock. The award had a grant date fair value of approximately $0.7 million using a Monte Carlo simulation model. Options under this market-based award will vest based on achievement of stock price targets of the Company's common stock. The right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $8.00 per share for 30 consecutive days, the right to purchase 200,000 shares of common stock under the options vest when the stock price meets or exceeds $12.00 per share for 30 consecutive days, and the right to purchase 200,000 shares of common stock under the options vests when the stock price meets or exceeds $16.00 per share for 30 consecutive days. These market-based conditions must be met in order for this option award to vest, and it is therefore possible that no awards would ultimately vest. The Company will recognize compensation expense for this award regardless of whether such conditions are met. The fair value is expensed over the requisite service period.

Stock-based Compensation

The following table summarizes the total stock-based compensation expense by function for the three and six months ended September 30, 2023 and 2022, which includes expense related to options and RSUs (in thousands):

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
General and administrative	$	3,356	$	3,545	$	6,266	$	7,583
Advertising and marketing	333		307		648		612
Total stock-based compensation expense	$	3,689	$	3,852	$	6,914	$	8,195

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LEASES

6 Months Ended

Sep. 30, 2023

Leases [Abstract]

LEASES

LEASES

The Company has operating leases for its offices and fulfillment centers. Fulfillment and customer service centers and corporate office leases expire at various dates through 2038, excluding renewal options.

The Company also leases certain equipment under operating and finance leases. The terms of equipment leases are generally five years and do not contain renewal options. These finance leases expire at various dates through 2028.

The Company’s finance leases as of September 30, 2023 and March 31, 2023 were not material and were included in property and equipment, net, on the Company’s condensed consolidated balance sheets.

The following schedule represents the components of the Company’s operating lease assets (in thousands):

		As of		As of
Leases	Classification	September 30, 2023		March 31, 2023
Assets
Operating	Operating lease right-of-use assets	$	34,772	$	36,892
Total operating lease assets		$	34,772	$	36,892
Liabilities
Operating lease liabilities (current)	Operating lease liabilities, current	$	4,831	$	5,484
Operating lease liabilities (non-current)	Operating lease liabilities	$	46,094	$	47,240
Total operating lease liabilities		$	50,925	$	52,724

For the six months ended September 30, 2023 no assets were acquired in exchange for new operating lease liabilities. For the six months ended September 30, 2022 assets acquired in exchange for new operating lease liabilities was $17.0 million. Lease expense primarily pertains to operating lease cost. Lease expense for operating leases was $1.9 million and $2.3 million for the three months ended September 30, 2023 and 2022, respectively. Lease expense for operating leases was $3.9 million and $4.5 million for the six months ended September 30, 2023 and 2022, respectively. These lease expenses were included within general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. Sublease income for the three and six months ended September 30, 2023 and 2022 was immaterial and was recorded within other income (expense), net on the Company’s condensed consolidated statements of operations and comprehensive loss.

Cash flows used in operating activities related to operating leases was approximately $2.1 million for the six months ended September 30, 2023.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Litigation

On September 1, 2022, plaintiff Amber Farmer filed a complaint against BarkBox, Inc., in the U.S. District Court for the Central District of California. Farmer v. BarkBox, Inc., No. 2:22-cv-06242 (C.D. Cal.). The plaintiff alleges that BarkBox violates California’s Automatic Renewal Law, Unfair Competition Law, and Consumers Legal Remedies Act by failing to adequately disclose the automatic renewal of BarkBox’s subscription plans. The plaintiff seeks to represent a class containing all consumers who purchased a subscription from BarkBox in California. We filed a Motion to Dismiss and Motion to Compel Arbitration on November 4, 2022, which the court denied on October 6, 2023. On October 9, 2023, we filed a notice of appeal, which appeal remains pending. This case is at a very early stage and there can be no assurance that we will be successful in our defense. For this same reason, we cannot currently estimate the loss or the range of possible losses we may experience in connection with this litigation.

On August 23, 2023, a putative shareholder class action styled Vernon v. BARK, Inc., Case No. 2023-0866, was filed in the Delaware Court of Chancery against the Company and certain of its current and former directors.

The complaint asserts a claim for declaratory relief seeking to have the renunciation of the corporate opportunity doctrine in the Company’s certification of incorporation declared invalid. Defendants’ response to the complaint is currently due November 20, 2023. This case is at a very early stage and there can be no assurance that we will be successful in our defense. For this same reason, we cannot currently estimate the loss or the range of possible losses we may experience in connection with this litigation.

In addition, we are from time to time subject to, and are presently involved in, litigation and other legal proceedings in the ordinary course of business. While it is not possible to determine the outcome of any legal proceedings brought against us, we believe that, except for the matter described above, there are no pending lawsuits or claims that, individually or in the aggregate, may have a material effect on our business, financial condition or operating results. Our view and estimate related to these matters may change in the future, as new events and circumstances arise and as the matters continue to develop.

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INCOME TAXES	6 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXESThe Company did not record a federal, state, or foreign income tax provision or benefit for the three and six months ended September 30, 2023 and 2022 due to the expected loss before income taxes to be incurred for the fiscal year ending March 31, 2024, and actual loss before income taxes incurred for the fiscal year ended March 31, 2023, as well as the Company’s continued maintenance of a full valuation allowance against its net deferred tax assets.

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OTHER INCOME, (EXPENSE)—NET

6 Months Ended

Sep. 30, 2023

Other Income and Expenses [Abstract]

OTHER INCOME, (EXPENSE)—NET

OTHER INCOME, (EXPENSE)—NETOther income (expense)—net consisted of the following:

	Three Months Ended September 30,				Six Months Ended September 30,
	2023		2022		2023		2022
Other income (expense)—net:
Other income	$	2	$	885	$	281	$	1,006
Change in fair value of warrants	130		(1,038)		1,434		4,959
	$	132	$	(153)	$	1,715	$	5,965

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NET LOSS PER SHARE

6 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

NET LOSS PER SHARE

NET LOSS PER SHARE

Basic and diluted net income (loss) per share attributable to common stockholders was calculated as follows:

	Three Months Ended September 30,				Six Months Ended September 30,
	2023		2022		2023		2022
Numerator:
Net loss attributable to common stockholders—basic and diluted	$	(10,337)	$	(10,639)	$	(22,000)	$	(26,047)
Denominator:
Weighted average common shares outstanding—basic and diluted	176,975,883		176,463,723		177,150,161		175,980,473
Net loss per share attributable to common stockholders - basic and diluted	$	(0.06)	$	(0.06)	$	(0.12)	$	(0.15)

For the three and six months ended September 30, 2023 and 2022, the Company excluded the following potential dilutive securities, which include stock options, RSUs, warrants and convertible notes from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of shares of common stock outstanding used to calculate both basic and diluted net loss

per share attributable to common stockholders is the same for the three and six months ended September 30, 2023 and 2022.

	As of
	September 30,
	2023	2022
Stock options to purchase common stock	12,750,978	16,030,898
Restricted stock units	14,425,044	8,278,983
Warrants to purchase common stock	13,036,333	13,036,333
2025 Convertible Notes as converted to common stock	8,735,314	8,279,918

The Company’s convertible notes outstanding for the three and six months ended September 30, 2023 could have obligated the Company and/or its stockholders to issue shares of common stock upon the occurrence of various future events at prices and in amounts that are not determinable until the occurrence of those future events. Because the necessary conditions for the conversion of these instruments had not been satisfied during the three and six months ended September 30, 2023, the Company excluded these instruments from the table above and the calculation of diluted net loss per share for the period. See Note 4, “Debt,” for additional details.

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SEGMENTS

6 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

SEGMENTS

SEGMENTS

The Company applies ASC 280, Segment Reporting, in determining reportable segments for its financial statement disclosure. The Company has two reportable segments: Direct to Consumer and Commerce. The Direct to Consumer segment derives revenue from the sale of toys & accessories and consumables through BarkBox, Super Chewer, and the companies consumables website, bark.co. The Commerce segment today derives revenue primarily from the sale of individual toys through major retailers and online marketplaces. Reporting in this format provides management with the financial information necessary to evaluate the success of the segments and the overall business. There are no internal revenue transactions between the Company’s segments.

The Chief Executive Officer, as the chief operating decision maker (“CODM”) reviews revenue and gross profit for both of the reportable segments. Gross profit is defined as revenue less cost of revenue incurred by the segment. The Company does not allocate assets at the reportable segment level as these are managed on an entity wide group basis and, accordingly, the Company does not report asset information by segments.

Key financial performance measures of the segments including revenue, cost of revenue, and gross profit are as follows (in thousands):

	Three Months Ended September 30,				Six Months Ended September 30,
	2023		2022		2023		2022
Direct to Consumer:
Revenue	$	104,312	$	117,547	$	216,198	$	235,944
Cost of revenue	36,633		45,936		78,936		93,084
Gross profit	67,679		71,611		137,262		142,860
Commerce:
Revenue	18,724		26,267		27,428		39,020
Cost of revenue	10,761		17,537		16,012		25,725
Gross profit	7,963		8,730		11,416		13,295
Consolidated:
Revenue	123,036		143,814		243,626		274,964
Cost of revenue	47,394		63,473		94,948		118,809
Gross profit	$	75,642	$	80,341	$	148,678	$	156,155

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SUBSEQUENT EVENTS

6 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

Debt Extinguishment

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.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net loss	$ (10,337)	$ (10,639)	$ (22,000)	$ (26,047)

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Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation and Principles of Consolidation—The accompanying condensed consolidated financial statements include the accounts of BARK, Inc. and its wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s audited consolidated financial statements as of and for the years ended March 31, 2023 and 2022 contained in the Annual Report on Form 10-K filed with the SEC on June 1, 2023.

Principles of Consolidation

The consolidated balance sheet as of March 31, 2023, included herein, was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP, required on an annual reporting basis.

In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods. The results for the three and six months ended September 30, 2023 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending March 31, 2024, or any other period.

Use of Estimates

Use of Estimates—The Company makes estimates and assumptions about future events that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates, judgments and assumptions.The Company bases its estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements. The most significant estimates relate to determination of fair value of the Company’s allowance for uncollectible accounts receivable, excess and obsolete inventory reserve, stock-based compensation, stand-alone selling price of Direct to Consumer offerings and fair value of right-of-use assets. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and records adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates.

Fair Value of Financial Instruments

Fair Value of Financial Instruments—The Company’s financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses, are carried at historical cost. At September 30, 2023 and March 31, 2023, the carrying amounts of these instruments approximated their fair values because of their short-term nature. The carrying amounts of the Company’s long-term debt approximate the fair value based on consideration of current borrowing rates available to the Company.

Assets and liabilities recorded at fair value on a recurring basis in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

Level 3—Unobservable inputs that are supported by little or no market data for the related assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company evaluated its warrants under Accounting Standards Codification (“ASC”) ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public Warrants and Private Warrants meet the definition of a derivative under ASC 815, the warrants have been recorded as current liabilities on the balance sheet at fair value upon issuance, with subsequent changes in their respective fair values recognized in other income, net on the condensed consolidated statements of operations and comprehensive loss at each reporting date. See further disclosure on the change in fair value of Public and Private Warrant liabilities within Note 10, “Other Income (Expense) - Net.”

Restricted Cash

Restricted Cash—The Company has restricted cash to secure a letter of credit for four of its leases, restricted cash is expected to be maintained as a security deposit for the duration of each respective lease.

Concentration of Credit Risk and Major Customers and Suppliers

Concentration of Credit Risk and Major Customers and Suppliers—Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with one domestic financial institution of high credit quality.

The Company’s accounts receivable are derived from sales contracts with large retail customers. The Company maintains reserves for potential credit losses on customer accounts when deemed necessary.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company did not identify any significant recently issued accounting pronouncements that may potentially impact our financial position and results of operations.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following summarizes assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy (in thousands):

	As of September 30, 2023
	Level 1		Level 2		Level 3		Total
Assets
Money market funds(1)	$	91,986	$	—	$	—	$	91,986
	$	91,986	$	—	$	—	$	91,986
Liabilities
Public warrant liability(2)	$	1,102	$	—	$	—	$	1,102
Private warrant liability(2)	—		593		—		593
	$	1,102	$	593	$	—	$	1,695

	As of March 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Money market funds(1)	$	155	$	—	$	—	$	155
	$	155	$	—	$	—	$	155
Liabilities
Public warrant liability(2)	$	2,035	$	—	$	—	$	2,035
Private warrant liability(2)	—		1,094		—		1,094
	$	2,035	$	1,094	$	—	$	3,129

______________

(1)As of September 30, 2023 and March 31, 2023, the Company had cash equivalents held in a money market account. The Company has concluded that due to the highly liquid nature of the money market account, the carrying value approximates fair value, which represents a Level 1 input. The balance of cash equivalents held in the money market account is included in cash and cash equivalents.

(2)Included in accrued and other current liabilities.

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REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)

6 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenue

Revenue disaggregated by significant revenue stream for the three and six months ended September 30, 2023 and 2022 were as follows (in thousands):

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Revenue
Direct to Consumer:
Toys & Accessories(1)	$	67,149	$	76,493	$	139,251	$	154,013
Consumables(1)	37,163		41,054		76,947		81,931
Total Direct to Consumer	$	104,312	$	117,547	$	216,198	$	235,944
Commerce	18,724		26,267		27,428		39,020
Revenue	$	123,036	$	143,814	$	243,626	$	274,964

(1) The allocation between Toys & Accessories and Consumables includes estimates and was determined utilizing data on stand-alone selling prices that the Company charges for similar offerings, and also reflects historical pricing practices.

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DEBT (Tables)

6 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt

As of September 30, 2023 and March 31, 2023, long-term debt consisted of the following (in thousands):

	As of September 30,		As of March 31,
	2023		2023
2025 Convertible Notes	$	83,525	$	83,525
Less: deferred financing fees and debt discount	(1,931)		(2,304)
Total long-term debt	$	81,594	$	81,221

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STOCK-BASED COMPENSTION PLANS (Tables)

6 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock-Based Compensation Expense by Function

The following table summarizes the total stock-based compensation expense by function for the three and six months ended September 30, 2023 and 2022, which includes expense related to options and RSUs (in thousands):

	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
General and administrative	$	3,356	$	3,545	$	6,266	$	7,583
Advertising and marketing	333		307		648		612
Total stock-based compensation expense	$	3,689	$	3,852	$	6,914	$	8,195

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LEASES (Tables)

6 Months Ended

Sep. 30, 2023

Leases [Abstract]

Schedule of Operating And Finance Lease Assets and Liabilities

The following schedule represents the components of the Company’s operating lease assets (in thousands):

		As of		As of
Leases	Classification	September 30, 2023		March 31, 2023
Assets
Operating	Operating lease right-of-use assets	$	34,772	$	36,892
Total operating lease assets		$	34,772	$	36,892
Liabilities
Operating lease liabilities (current)	Operating lease liabilities, current	$	4,831	$	5,484
Operating lease liabilities (non-current)	Operating lease liabilities	$	46,094	$	47,240
Total operating lease liabilities		$	50,925	$	52,724

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OTHER INCOME, (EXPENSE)—NET (Tables)

6 Months Ended

Sep. 30, 2023

Other Income and Expenses [Abstract]

Schedule of Other Income, (Expense) - Net

Other income (expense)—net consisted of the following:

	Three Months Ended September 30,				Six Months Ended September 30,
	2023		2022		2023		2022
Other income (expense)—net:
Other income	$	2	$	885	$	281	$	1,006
Change in fair value of warrants	130		(1,038)		1,434		4,959
	$	132	$	(153)	$	1,715	$	5,965

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NET LOSS PER SHARE (Tables)

6 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Net Income (Loss) Per Share, Basic and Diluted

Basic and diluted net income (loss) per share attributable to common stockholders was calculated as follows:

	Three Months Ended September 30,				Six Months Ended September 30,
	2023		2022		2023		2022
Numerator:
Net loss attributable to common stockholders—basic and diluted	$	(10,337)	$	(10,639)	$	(22,000)	$	(26,047)
Denominator:
Weighted average common shares outstanding—basic and diluted	176,975,883		176,463,723		177,150,161		175,980,473
Net loss per share attributable to common stockholders - basic and diluted	$	(0.06)	$	(0.06)	$	(0.12)	$	(0.15)

Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share

	As of
	September 30,
	2023	2022
Stock options to purchase common stock	12,750,978	16,030,898
Restricted stock units	14,425,044	8,278,983
Warrants to purchase common stock	13,036,333	13,036,333
2025 Convertible Notes as converted to common stock	8,735,314	8,279,918

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SEGMENTS (Tables)

6 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Key financial performance measures of the segments including revenue, cost of revenue, and gross profit are as follows (in thousands):

	Three Months Ended September 30,				Six Months Ended September 30,
	2023		2022		2023		2022
Direct to Consumer:
Revenue	$	104,312	$	117,547	$	216,198	$	235,944
Cost of revenue	36,633		45,936		78,936		93,084
Gross profit	67,679		71,611		137,262		142,860
Commerce:
Revenue	18,724		26,267		27,428		39,020
Cost of revenue	10,761		17,537		16,012		25,725
Gross profit	7,963		8,730		11,416		13,295
Consolidated:
Revenue	123,036		143,814		243,626		274,964
Cost of revenue	47,394		63,473		94,948		118,809
Gross profit	$	75,642	$	80,341	$	148,678	$	156,155

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ORGANIZATION AND DESCRIPTION OF BUSINESS (Details)	Sep. 30, 2023 productLine
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of product lines	2

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2023	Mar. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	$ 91,986	$ 155
Total	1,695	3,129
Public warrant liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	1,102	2,035
Private warrant liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	593	1,094
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	91,986	155
Total	1,102	2,035
Level 1 | Public warrant liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	1,102	2,035
Level 1 | Private warrant liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0	0
Total	593	1,094
Level 2 | Public warrant liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Level 2 | Private warrant liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	593	1,094
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets	0	0
Total	0	0
Level 3 | Public warrant liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Level 3 | Private warrant liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Money Market Funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	91,986	155
Money Market Funds | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	91,986	155
Money Market Funds | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	0	0
Money Market Funds | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	$ 0	$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 30, 2023 USD ($) lease shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) lease shares	Sep. 30, 2022 USD ($)	Mar. 31, 2023 USD ($)	Nov. 20, 2020 shares
Concentration Risk [Line Items]
Warrants issued per share (in percent)						0.3333
Warrants outstanding (in shares)	0		0
Number of leases secured by letter of credit | lease	4		4
Restricted cash | $	$ 5,068	$ 2,286	$ 5,068	$ 2,286	$ 5,200
Accounts Receivable | Segment Concentration Risk | Commerce
Concentration Risk [Line Items]
Concentration risk, percentage (in percent)			11.30%	14.20%
Finished Goods | Supplier Concentration Risk | Two Suppliers
Concentration Risk [Line Items]
Concentration risk, percentage (in percent)	40.00%	32.00%	36.00%	31.00%
Accounts Payable | Supplier Concentration Risk | Two Suppliers
Concentration Risk [Line Items]
Concentration risk, percentage (in percent)			37.00%		41.00%
Two Customers | Accounts Receivable | Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage (in percent)			45.00%		58.00%

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REVENUE FROM CONTRACTS WITH CUSTOMERS - Schedule of Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 123,036	$ 143,814	$ 243,626	$ 274,964
Direct to Consumer:
Disaggregation of Revenue [Line Items]
Revenue	104,312	117,547	216,198	235,944
Commerce
Disaggregation of Revenue [Line Items]
Revenue	18,724	26,267	27,428	39,020
Toys & Accessories | Direct to Consumer:
Disaggregation of Revenue [Line Items]
Revenue	67,149	76,493	139,251	154,013
Consumables | Direct to Consumer:
Disaggregation of Revenue [Line Items]
Revenue	$ 37,163	$ 41,054	$ 76,947	$ 81,931

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REVENUE FROM CONTRACTS WITH CUSTOMERS - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Mar. 31, 2023
Revenue from Contract with Customer [Abstract]
Contractual liabilities included in deferred revenue	$ 24,340	$ 27,772

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DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Mar. 31, 2023
Debt Instrument [Line Items]
Total long-term debt	$ 81,594	$ 81,221
2025 Convertible Notes | Convertible Debt
Debt Instrument [Line Items]
Long-term debt, gross	83,525	83,525
Less: deferred financing fees and debt discount	$ (1,931)	$ (2,304)

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DEBT - 2025 Convertible Notes Narrative (Details) - 2025 Convertible Notes - Convertible Debt - USD ($)	Dec. 01, 2022	Dec. 01, 2021	Nov. 27, 2020	Sep. 30, 2023	Mar. 31, 2023
Debt Instrument [Line Items]
Debt instrument, face amount			$ 75,000,000.0
Proceeds from convertible notes			74,700,000
Payments of debt issuance costs			$ 300,000
Debt interest rate (in percent)			5.50%
Paid in kind interest on convertible notes	$ 4,400,000	$ 4,200,000
Debt instrument, debt default, interest rate increase (in percent)			3.00%
Convertible debt				$ 83,500,000	$ 83,500,000

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DEBT - Western Alliance Bank - Line of Credit and Term Loan Narrative (Details) - USD ($)	6 Months Ended
	Sep. 30, 2023	Oct. 10, 2023	Mar. 31, 2023	Oct. 31, 2017
Debt Instrument [Line Items]
Total long-term debt	$ 81,594,000		$ 81,221,000
Revolving Credit Facility | Western Alliance Agreement | Line of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity				$ 35,000,000.0
Debt instrument, interest rate floor (in percent)	0.50%
Borrowing base, percentage (in percent)	80.00%
Borrowing base percentage, collateral audit (in percent)	80.00%
Borrowing base percentage, no collateral audit (in percent)	60.00%
Total long-term debt	$ 0		$ 0
Revolving Credit Facility | Western Alliance Agreement | Line of Credit | Subsequent Event
Debt Instrument [Line Items]
Outstanding borrowings		$ 0
Revolving Credit Facility | Western Alliance Agreement | Line of Credit | Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate (in percent)	5.25%

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STOCKHOLDERS’ EQUITY (Details) - Stock Repurchase Program - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	6 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Aug. 17, 2023
Equity, Class of Treasury Stock [Line Items]
Stock repurchase program, authorized amount			$ 7.5
Number of shares purchased (in shares)	2,767,684	2,767,684
Number of shares purchased, amount	$ 4.1	$ 4.1
Shares issued price (USD per share)	$ 1.49	$ 1.49
Repurchased shares of common stock, retired (in shares)	0	0
Authorized repurchase amount, remaining	$ 3.4	$ 3.4

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STOCK-BASED COMPENSTION PLANS - Equity Incentive Plans Narrative (Details)			1 Months Ended		6 Months Ended
	Apr. 01, 2022	Jun. 01, 2021 shares	Apr. 30, 2023 shares	Jun. 30, 2021	Sep. 30, 2023 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Minimum exercise price, percentage of common share grant date fair value (in percent)		100.00%
First Anniversary
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage (in percent)		25.00%
One Thirty-Sixth on a Monthly Basis
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights, percentage (in percent)		75.00%
Monthly vesting rate (in percent)		0.027777
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares reserved for issuance (in shares)					4,885,901
Maximum annual increase in shares, percentage of shares issued and outstanding (in percent)				1.00%
Number of additional shares authorized (in shares)			1,500,000
Stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period (in years)		10 years
Award vesting period (in years)					4 years
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)		4 years
2021 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares reserved for issuance (in shares)		16,929,505
Maximum annual increase in shares, percentage of shares issued and outstanding (in percent)	5.00%
Number of shares available for grant (in shares)					17,805,142
2021 Equity Incentive Plan | Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares authorized (in shares)			8,876,143
2011 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reverse recapitalization, options converted (in shares)		29,390,344
Number of shares available for grant (in shares)					0

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STOCK-BASED COMPENSTION PLANS - Employee Stock Purchase Plan Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended	6 Months Ended
	Apr. 30, 2023	Jun. 30, 2021	Sep. 30, 2023	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average exercise price (in USD per share)				$ 1.18
Stock issued employee stock purchase plan, value (approximately)				$ 286
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum annual increase in shares, percentage of shares issued and outstanding (in percent)		1.00%
Number of shares authorized, maximum annual increase, number of shares (in shares)		1,500,000
Number of additional shares authorized (in shares)	1,500,000
Number of shares reserved for issuance (in shares)			4,885,901	4,885,901
Percentage of share value for employee purchase (in percent)		85.00%
Stock issued employee stock purchase plan (in shares)			246,733	246,733
Weighted average exercise price (in USD per share)			$ 1.16	$ 1.16
Stock issued employee stock purchase plan, value (approximately)			$ 300	$ 300
Employee-related liabilities (approximately)			$ 200	$ 200

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STOCK-BASED COMPENSTION PLANS - Stock Option & RSU Activity Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Jun. 01, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				1,082,500
Weighted average exercise price (in USD per share)				$ 1.18
Stock compensation expense		$ 3,689	$ 3,852	$ 6,914	$ 8,195
Stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period (in years)				4 years
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)				9,579,320
Award vesting period (in years)	4 years
Stock compensation expense		$ 500		$ 500

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STOCK-BASED COMPENSTION PLANS - Market-based Awards Narrative (Details) - USD ($) $ / shares in Units, $ in Millions		6 Months Ended
	Apr. 15, 2022	Sep. 30, 2023
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Granted (in shares)		1,082,500
Market-based Awards
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Grant fair value of award	$ 0.7
Market-based Awards | Stock Price Exceeds $8.00 Per Share
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Vested, number of shares (in shares)	200,000
Weighted average exercise price (USD per share)	$ 8.00
Award vesting period (in years)	30 days
Market-based Awards | Stock Price Exceeds $12.00 Per Share
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Vested, number of shares (in shares)	200,000
Weighted average exercise price (USD per share)	$ 12.00
Award vesting period (in years)	30 days
Market-based Awards | Stock Price Exceeds $16.00 Per Share
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Vested, number of shares (in shares)	200,000
Weighted average exercise price (USD per share)	$ 16.00
Award vesting period (in years)	30 days
Chief Executive Officer | Market-based Awards
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Granted (in shares)	600,000

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STOCK-BASED COMPENSTION PLANS - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 3,689	$ 3,852	$ 6,914	$ 8,195
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	3,356	3,545	6,266	7,583
Advertising and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 333	$ 307	$ 648	$ 612

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LEASES - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Lessee, Lease, Description [Line Items]
Exchange for operating lease liability			$ 0	$ 17,000,000.0
Operating lease expense	$ 1,900,000	$ 2,300,000	3,900,000	$ 4,500,000
Change in operating leases			$ 2,100,000
Equipment
Lessee, Lease, Description [Line Items]
Operating lease term (in years)	5 years		5 years
Finance lease term (in years)	5 years		5 years

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LEASES - Schedule of Operating And Finance Lease Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Mar. 31, 2023
Leases [Abstract]
Operating lease right-of-use asset	$ 34,772	$ 36,892
Total operating lease assets	34,772	36,892
Operating lease liabilities (current)	4,831	5,484
Operating lease liabilities (non-current)	46,094	47,240
Total operating lease liabilities	$ 50,925	$ 52,724

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INCOME TAXES (Details) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Federal, state, or foreign income tax provision (benefit)	$ 0	$ 0	$ 0	$ 0

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OTHER INCOME, (EXPENSE)—NET - Schedule of Other Income , (Expense) - Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Other income (expense)—net:
Other income	$ 2	$ 885	$ 281	$ 1,006
Change in fair value of warrants	130	(1,038)	1,434	4,959
Other income (expense)-net	$ 132	$ (153)	$ 1,715	$ 5,965

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NET LOSS PER SHARE - Calculation of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net loss attributable to common stockholders - basic	$ (10,337)	$ (10,639)	$ (22,000)	$ (26,047)
Net loss attributable to common stockholders - diluted	$ (10,337)	$ (10,639)	$ (22,000)	$ (26,047)
Denominator:
Weighted average common shares outstanding—basic (in shares)	176,975,883	176,463,723	177,150,161	175,980,473
Weighted-average common shares outstanding - diluted (in shares)	176,975,883	176,463,723	177,150,161	175,980,473
Net income (loss) per share attributable to common stockholders
Net loss per share attributable to common stockholders - basic (in USD per share)	$ (0.06)	$ (0.06)	$ (0.12)	$ (0.15)
Net loss per share attributable to common stockholders- diluted (in USD per share)	$ (0.06)	$ (0.06)	$ (0.12)	$ (0.15)

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NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share (Details) - shares	6 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Stock options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of loss per share (in shares)	12,750,978	16,030,898
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of loss per share (in shares)	14,425,044	8,278,983
Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of loss per share (in shares)	13,036,333	13,036,333
2025 Convertible Notes as converted to common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of loss per share (in shares)	8,735,314	8,279,918

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SEGMENTS - Narrative (Details)	6 Months Ended
	Sep. 30, 2023 segment
Segment Reporting [Abstract]
Number of reportable segments	2

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SEGMENTS - Schedule of Gross Profit by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenue	$ 123,036	$ 143,814	$ 243,626	$ 274,964
Cost of revenue	47,394	63,473	94,948	118,809
Gross profit	75,642	80,341	148,678	156,155
Direct to Consumer:
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenue	104,312	117,547	216,198	235,944
Cost of revenue	36,633	45,936	78,936	93,084
Gross profit	67,679	71,611	137,262	142,860
Commerce:
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Revenue	18,724	26,267	27,428	39,020
Cost of revenue	10,761	17,537	16,012	25,725
Gross profit	$ 7,963	$ 8,730	$ 11,416	$ 13,295

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SUBSEQUENT EVENTS (Details) - 2025 Convertible Notes - Convertible Debt - USD ($)	Nov. 02, 2023	Nov. 01, 2023	Nov. 27, 2020
Subsequent Event [Line Items]
Debt instrument, face amount			$ 75,000,000.0
Debt interest rate (in percent)			5.50%
Subsequent Event
Subsequent Event [Line Items]
Repurchase amount	$ 45,000,000
Debt instrument, face amount		$ 83,500,000
Debt interest rate (in percent)	5.50%
Repayments of debt	$ 44,400,000
Subsequent Event | Maximum
Subsequent Event [Line Items]
Change of control additional cash true-up payment amount	11,300,000
Subsequent Event | Minimum
Subsequent Event [Line Items]
Change of control additional cash true-up payment amount	$ 4,500,000