Grove Collaborative Holdings Enters Material Agreement

TL;DR

Grove Collaborative Holdings inked a material deal, filed on 9/20/24. Expect changes.

AI Summary

Grove Collaborative Holdings, Inc. announced on September 20, 2024, that it entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. The filing also includes amendments to its articles of incorporation or bylaws and other events.

Why It Matters

This 8-K filing indicates significant corporate actions by Grove Collaborative Holdings, Inc., potentially impacting its business operations, financial structure, and shareholder rights.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, unregistered equity sales, and modifications to security holder rights, which can introduce uncertainty and potential risks.

Key Players & Entities

• Grove Collaborative Holdings, Inc. (company) — Registrant
• Virgin Group Acquisition Corp. II (company) — Former Company Name
• September 20, 2024 (date) — Date of earliest event reported
• September 23, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 GROV New York Stock Exchange Indicate
• $15,000,000 — ' Preferred Stock") in exchange for (i) $15,000,000 in cash paid to the Company (the "Cash
• $10,000,000 — rior to November 30, 2024, use at least $10,000,000 of the Cash Purchase Price from the Pri
• $1,000.00 — d Stock has a liquidation preference of $1,000.00 per share (the "Liquidation Preference"
• $1.9328 — s A' Preferred Stock shall initially be $1.9328 (as adjusted for stock splits, combinat
• $2.11 — r shares of Series A Preferred Stock of $2.11 per share was not adjusted in connectio
• $2,500,000 — ) the issuance of up to an aggregate of $2,500,000 of indebtedness or (2) trade payables i

Filing Documents

• grov-20240920.htm (8-K) — 59KB
• exhibit31-arseriesacertifi.htm (EX-3.1) — 198KB
• exhibit101-subscriptionagr.htm (EX-10.1) — 251KB
• exhibit991finalpressreleas.htm (EX-99.1) — 14KB
• image_0a.jpg (GRAPHIC) — 8KB
• 0001628280-24-041113.txt ( ) — 761KB
• grov-20240920.xsd (EX-101.SCH) — 2KB
• grov-20240920_lab.xml (EX-101.LAB) — 23KB
• grov-20240920_pre.xml (EX-101.PRE) — 13KB
• grov-20240920_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Subscription Agreement On September 20, 2024 (the "Closing Date"), Grove Collaborative Holdings, Inc. (the "Company") entered into a Subscription Agreement (the "Subscription Agreement") with Volition Capital Fund IV, L.P. (the "Investor"), pursuant to which the Company issued and sold to the Investor, 15,000 shares of the Company's Series A' Convertible Preferred Stock, par value $0.0001 per share (the "Series A' Preferred Stock") in exchange for (i) $15,000,000 in cash paid to the Company (the "Cash Purchase Price"), (ii) the forfeiture and termination of all existing warrants to purchase, in aggregate, 1,600,683 shares of the Company's Class A common stock, par value $0.0001 per share (the "Class A Common Stock") held by the Investor (the "Cancellation"), and (iii) the modification of certain terms of the Company's existing Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock" and together with the Series A' Preferred Stock, the "Preferred Stock"), held by the Investor (the "Series A Modification" and together with the Cancellation and the Cash Purchase Price, the "Purchase Price"), all on the terms and subject to the conditions set forth in the Subscription Agreement (the foregoing transaction, the "Private Placement"). Pursuant to the terms of the Subscription Agreement, the Company has agreed to, prior to November 30, 2024, use at least $10,000,000 of the Cash Purchase Price from the Private Placement to repay a portion of its term loan outstanding under that certain Loan and Security Agreement, dated as of December 21, 2022 (as amended by that certain Amendment No. 1 to Loan and Security Agreement, dated as of March 10, 2023, and that certain Amendment No. 2 to Loan and Security Agreement, dated as of July 16, 2024), among the Company, Grove Collaborative, Inc., Ocean II PLO LLC, as administrative and collateral agent and the lending institutions party there

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Private Placement was undertaken in reliance upon an exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Series A' Preferred Stock issued pursuant to the Subscription Agreement and the Class A Common Stock issuable upon conversion thereof may not be re-offered or sold in the United States absent an effective registration statement or an exemption from the registration requirements under applicable federal and state securities laws.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. Pursuant to the Subscription Agreement, the Company issued the Series A' Preferred Stock and completed the Series A Modification as set forth in Item 1.01 above, which is incorporated herein by reference. The powers, designations, preferences, and other rights of the Preferred Stock as are set forth in the Certificate of Designation, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

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

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Pursuant to the Subscription Agreement, the Company issued shares of Series A' Preferred Stock as set forth in Items 1.01 and 3.03 above, which are incorporated herein by reference. In connection with the closing of the Private Placement, on September 20, 2024, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware on the Closing Date setting forth the terms, rights, obligations and preferences of the Preferred Stock. A copy of the Certificate of Designation is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On September 23, 2024, the Company issued a press release announcing the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Certificate of Designation of Series A Preferred Stock of Grove Collaborative Holdings, Inc. 10.1 Subscription Agreement, dated as of September 20, 2024, by and between Grove Collaborative Holdings, Inc., and Volition Capital Fund IV, L.P. 99.1 Press Release dated September 23, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL)

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. GROVE COLLABORATIVE HOLDINGS, INC. By: /s/ Sergio Cervantes Name: Sergio Cervantes Title: Chief Financial Officer Dated: September 23, 2024

View Full Filing

View this 8-K filing on SEC EDGAR