European Wax Center Reports Unregistered Equity Sales

TL;DR

EWZ filed an 8-K for unregistered equity sales on Dec 27. Keep an eye on ownership changes.

AI Summary

European Wax Center, Inc. filed an 8-K on January 3, 2025, reporting unregistered sales of equity securities as of December 27, 2024. The filing details the company's principal executive offices located at 5830 Granite Parkway, 3rd Floor, Plano, Texas.

Why It Matters

This filing indicates potential changes in the company's equity structure, which could impact ownership and future stock performance.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can sometimes signal dilution or changes in control, requiring closer scrutiny.

Key Players & Entities

• European Wax Center, Inc. (company) — Registrant
• December 27, 2024 (date) — Date of earliest event reported
• January 3, 2025 (date) — Filing Date
• 5830 Granite Parkway, 3rd Floor, Plano, Texas, 75024 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.00001 — tered Class A common stock, par value $0.00001 per share EWCZ The Nasdaq Stock Mar
• $0.001 — common stock of the Company, par value $0.001 (the "Common Stock"), and warrants to p
• $6.24 — Strike Price Tranche 1 365,000 $6.24 Tranche 2 365,000 $9.00 Tranche
• $9.00 — 365,000 $6.24 Tranche 2 365,000 $9.00 Tranche 3 500,000 $12.00 Tranch
• $12.00 — 365,000 $9.00 Tranche 3 500,000 $12.00 Tranche 4 750,000 $17.00 Tranch
• $17.00 — 00,000 $12.00 Tranche 4 750,000 $17.00 Tranche 5 750,000 $19.00 The Re
• $19.00 — 50,000 $17.00 Tranche 5 750,000 $19.00 The Restricted Stock will vest as fol
• $1.1 billion — reporting system wide sales ("SWS") of $1.1 billion; (ii) 100,000 shares upon the earlier o
• $1.25 billion — 26 and (2) the Company reporting SWS of $1.25 billion; and (iii) 100,000 shares on the earlie
• $1.4 billion — 27 and (2) the Company reporting SWS of $1.4 billion. The Warrants will vest as follows (i)

Filing Documents

• ewcz-20241227.htm (8-K) — 52KB
• ewcz-ex10_1.htm (EX-10.1) — 63KB
• ewcz-ex10_2.htm (EX-10.2) — 141KB
• 0000950170-25-001280.txt ( ) — 403KB
• ewcz-20241227.xsd (EX-101.SCH) — 24KB
• ewcz-20241227_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On December 27, 2024, European Wax Center, Inc. (the "Company") issued to dolabra holdings llc, an affiliate of dolabra digital llc ("dolabra"), 300,000 restricted shares (the "Restricted Stock") of Class A common stock of the Company, par value $0.001 (the "Common Stock"), and warrants to purchase an aggregate amount of 2,730,000 shares of Common Stock in five tranches at the amounts and strike prices as set forth below (the "Warrants" and together with the Restricted Stock, the "Securities"): Warrant Tranche Number of Warrants Strike Price Tranche 1 365,000 $6.24 Tranche 2 365,000 $9.00 Tranche 3 500,000 $12.00 Tranche 4 750,000 $17.00 Tranche 5 750,000 $19.00 The Restricted Stock will vest as follows: (i) 100,000 shares upon the earlier of (1) December 27, 2025 and (2) the Company reporting system wide sales ("SWS") of $1.1 billion; (ii) 100,000 shares upon the earlier of (1) December 27, 2026 and (2) the Company reporting SWS of $1.25 billion; and (iii) 100,000 shares on the earlier of (1) December 27, 2027 and (2) the Company reporting SWS of $1.4 billion. The Warrants will vest as follows (i) one-half of the Warrants shall vest on April 1, 2025 and (ii) thereafter, one-sixth of the Warrant shall vest at the end of each subsequent six-month period following the initial vesting on April 1, 2025. The vesting of the Restricted Stock and Warrants are subject to acceleration upon the occurrence of a change of control transaction. The Securities were issued to dolabra in consideration for the provision of professional services by dolabra to the Company. The issuance was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering. The foregoing summary of the terms of the Securities does not purport to be complete and is qualified in its entirety by reference to the R

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 10.1 Restricted Stock Award Agreement, dated December 27, 2024 by and between dolabra holdings llc and the Company. 10.2 Form of dolabra Warrant. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EUROPEAN WAX CENTER, INC. Date: January 3, 2025 By: /s/ GAVIN M. O'CONNOR Name: Gavin M. O'Connor Title: Chief Administrative Officer, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR