Groupon Files Routine 8-K on Jan 22, No Major News

TL;DR

**Groupon filed a standard 8-K, nothing major to see here.**

AI Summary

Groupon, Inc. filed an 8-K on January 22, 2024, reporting an event that occurred on January 17, 2024. This filing is a routine 'Other Events' report, indicating no major financial or operational changes, but rather a disclosure of a general nature. For investors, this means there's no immediate news of acquisitions, major executive changes, or significant financial results that would typically impact stock price, suggesting business as usual.

Why It Matters

This filing indicates no significant new developments for Groupon, suggesting stability rather than immediate catalysts for stock movement. Investors should not expect major news from this specific 8-K.

Risk Assessment

Risk Level: low — This 8-K is a general disclosure without specific financial or operational details, posing no new direct risk.

Analyst Insight

A smart investor would note this as a routine filing with no new material information, suggesting no immediate action is required based solely on this 8-K. It's a 'business as usual' update.

Key Players & Entities

• Groupon, Inc. (company) — the registrant filing the 8-K
• January 22, 2024 (date) — date of filing the 8-K
• January 17, 2024 (date) — date of the earliest event reported in the 8-K
• GRPN (company) — trading symbol for Groupon, Inc.
• NASDAQ Global Select Market (company) — exchange where Groupon's common stock is registered

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share GRPN NASDAQ Global Select Mar
• $80.0 million — s release announcing the closing of its $80.0 million fully backstopped rights offering (the
• $11.30 — hares of Common Stock were purchased at $11.30 per share, generating $80.0 million in
• $80.0 m — er, the "Subscriptions"), well exceeded $80.0 million, the maximum aggregate offering s

Filing Documents

• grpn-20240117.htm (8-K) — 28KB
• exhibit991-january222024pr.htm (EX-99.1) — 15KB
• 0001490281-24-000006.txt ( ) — 176KB
• grpn-20240117.xsd (EX-101.SCH) — 2KB
• grpn-20240117_lab.xml (EX-101.LAB) — 24KB
• grpn-20240117_pre.xml (EX-101.PRE) — 13KB
• grpn-20240117_htm.xml (XML) — 3KB

01. Other Events

Item 8.01. Other Events. On January 22, 2024, Groupon, Inc. (the "Company") issued a press release announcing the closing of its $80.0 million fully backstopped rights offering (the "Rights Offering") for shares of its common stock, par value $0.0001 per share (the "Common Stock"). Pursuant to the terms of the Rights Offering, 7,079,646 shares of Common Stock were purchased at $11.30 per share, generating $80.0 million in gross proceeds to the Company. As detailed below, the Rights Offering was significantly oversubscribed, and the subscriptions, inclusive of the exercise of all over-subscription privileges (such aggregate number, the "Subscriptions"), well exceeded $80.0 million, the maximum aggregate offering size of the Rights Offering. The subscription period for the Rights Offering expired at 5:00 P.M., New York City time, on January 17, 2024 (the "Expiration Date"). Through the exercise of both basic subscription rights and over-subscription privileges, Pale Fire Capital SICAV a.s. (the "Backstop Party"), an entity affiliated with Dusan Senkypl, the Company's Interim Chief Executive Officer and a member of the Company's Board of Directors (the "Board"), and Jan Barta, a member of the Company's Board, subscribed for approximately 7.1 million shares and other stockholders subscribed for approximately 9.7 million shares. The Company is issuing 4,574,113 shares of Common Stock via the exercise of the basic subscription rights and 2,505,533 shares of Common Stock via the exercise of over-subscription privileges. The Backstop Party purchased approximately 3.1 million shares of Common Stock in connection with the Rights Offering. Pursuant to the Backstop Agreement, dated November 9, 2023, the Backstop Party agreed to (i) exercise its basic subscription rights in full and (ii) purchase any and all shares of Common Stock not subscribed for following the Expiration Date of the Rights Offering. As no shares remained unsubscribed following the Expiration Date, the

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 99.1 Press Release, dated January 22, 2024. 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. GROUPON, INC. Date: January 22, 2024 By: /s/ Jiri Ponrt Name: Jiri Ponrt Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR