Allbirds Files 8-K: Rights, Bylaws, and Other Events

TL;DR

Allbirds 8-K filed: Changes to security holder rights and bylaws. Watch for details.

AI Summary

Allbirds, Inc. filed an 8-K on August 30, 2024, to report material modifications to the rights of security holders and other events. The filing indicates changes related to the company's charter documents and potentially other undisclosed events.

Why It Matters

This filing signals potential changes in the rights of Allbirds' security holders and amendments to its governing documents, which could impact investors.

Risk Assessment

Risk Level: medium — Filings detailing modifications to security holder rights and corporate governance can introduce uncertainty and potential risks for investors.

Key Numbers

• 001-40963 — SEC File Number (Identifies the specific filing for Allbirds, Inc.)
• 12/31 — Fiscal Year End (Indicates the end of Allbirds' financial reporting year.)

Key Players & Entities

• Allbirds, Inc. (company) — Registrant
• August 30, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• San Francisco (location) — Business and mail address city

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A common stock, $0.0001 par value BIRD The Nasdaq Stock Market

Filing Documents

• bird-20240830.htm (8-K) — 36KB
• rsscharteramendment.htm (EX-3.1) — 11KB
• rsspressrelease.htm (EX-99.1) — 8KB
• 0001653909-24-000064.txt ( ) — 191KB
• bird-20240830.xsd (EX-101.SCH) — 2KB
• bird-20240830_lab.xml (EX-101.LAB) — 23KB
• bird-20240830_pre.xml (EX-101.PRE) — 13KB
• bird-20240830_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information contained in Item 5.03 of this Current Report on Form 8-K (this "Current Report") is incorporated herein by reference.

03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. As previously disclosed, at a special meeting of stockholders held on August 13, 2024, the stockholders of Allbirds, Inc. (the "Company") approved amendments to the Company's Ninth Amended and Restated Certificate of Incorporation (the "Certificate") to effect a reverse stock split of the Company's Class A and Class B common stock at a ratio ranging from 1-for-10 to 1-for-50, to be determined by the Company's Board of Directors in its discretion. The Board of Directors subsequently approved the amendment to the Certificate effecting the reverse stock split at a ratio of 1-for-20 (the "Reverse Stock Split" and such ratio, the "Split Ratio"). On August 30, 2024, the Company announced that it had filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Certificate (the "Certificate of Amendment") to effect the Reverse Stock Split of the Company's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") and Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock" and together with the Class A Common Stock, the "Common Stock"), effective as of 5:00 p.m. Eastern Standard Time on September 4, 2024 (the "Effective Time"). Accordingly, each holder of Common Stock will own fewer shares of Common Stock as a result of the Reverse Stock Split. However, the Reverse Stock Split will affect all holders of Common Stock uniformly and will not affect any stockholder's percentage ownership interest in the Company, except to the extent that the Reverse Stock Split would result in an adjustment to a stockholder's ownership of Common Stock due to the treatment of fractional shares in the Reverse Stock Split. Therefore, voting rights and other rights and preferences of the holders of Common Stock will not be affected by the Reverse Stock Split (other than as a result of the treatment of fractional shares). Common stock issued p

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. A copy of the press release announcing the Reverse Stock Split is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01 Other Events

Item 8.01 Other Events. The information contained in Item 5.03 of this Current Report is incorporated herein by reference. The Company has registration statements on Form S-8 (File Nos. 333-260696, 333-260697, 333-263892, 333-270456, and 333-277866) on file with the Commission. Commission regulations permit the Company to incorporate by reference future filings made with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offerings covered by registration statements filed on Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements. Information in this Item 8.01 of this Current Report is therefore intended to be automatically incorporated by reference into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act, the amount of undistributed shares of Common Stock deemed to be covered by the effective registration statements of the Company described above are proportionately reduced as of the Effective Time at the Split Ratio to give effect to the Reverse Stock Split.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Ninth Amended and Restated Certificate of Incorporation of Allbirds, Inc. 99.1 Press Release, dated August 30 , 2024 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Allbirds, Inc. Dated: August 30, 2024 By: /s/ Ann Mitchell Ann Mitchell Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR