PetMed Express Files 8-K with Material Agreements & Bylaw Changes

TL;DR

PETS filed an 8-K on Dec 3rd covering material agreements, bylaw changes, and FD disclosures.

AI Summary

On December 3, 2024, PetMed Express, Inc. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, modifications to security holder rights, and amendments to its articles of incorporation or bylaws. The filing also includes a Regulation FD disclosure and financial statements/exhibits.

Why It Matters

This filing indicates significant corporate actions and potential changes in the rights of PetMed Express's security holders, which could impact investors.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and modifications to security holder rights, which can introduce new risks or alter existing ones.

Key Numbers

• 001-42429 — SEC File Number (Identifies the company's filing history with the SEC.)
• 65-0680967 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• PetMed Express, Inc. (company) — Registrant
• December 3, 2024 (date) — Date of report
• Florida (location) — State of incorporation
• 420 South Congress Avenue, Delray Beach, Florida 33445 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — hare of Company common stock, par value $0.001 per share (" Common Stock "), to shareh
• $27.00 — of the Company at an exercise price of $27.00 per Right, subject to adjustment (the "
• $54.00 — of would entitle its holder to purchase $54.00 worth of Common Stock for $27.00. Assum
• $4.50 — t Common Stock had a per share value of $4.50 at that time, the holder of each valid
• $1.00 — iii) will entitle the holder to receive $1.00 per one one-thousandth of a share or an

Filing Documents

• pets-20241203.htm (8-K) — 61KB
• pets-articlesofamendmentto.htm (EX-3.1) — 33KB
• pets-shareholderrightsagre.htm (EX-4.1) — 365KB
• pets-20241203xexx991pressr.htm (EX-99.1) — 11KB
• 0001040130-24-000122.txt ( ) — 684KB
• pets-20241203.xsd (EX-101.SCH) — 2KB
• pets-20241203_lab.xml (EX-101.LAB) — 22KB
• pets-20241203_pre.xml (EX-101.PRE) — 13KB
• pets-20241203_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The information set forth in Item 3.03 of this Current Report on Form 8-K (this " Current Report ") is incorporated into this Item 1.01 by reference.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. On December 2, 2024, the board of directors (the " Board ") of PetMed Express, Inc., a Florida corporation (the " Company "), adopted a rights agreement and declared a dividend of one right (a " Right ") for each outstanding share of Company common stock, par value $0.001 per share (" Common Stock "), to shareholders of record at the close of business on December 16, 2024 (the " Record Date "). The description and terms of the Rights are set forth in a rights agreement, dated as of December 3, 2024 (the " Rights Agreement "), between the Company and Continental Stock Transfer & Trust Company, a federally chartered trust company, as rights agent (and any successor rights agent, the " Rights Agent "). The Board adopted the Rights Plan to protect the investment of shareholders during a period in which it believes shares of the Company do not reflect the inherent value of the business or its long-term growth potential, and during which there have been recent significant accumulations of Common Stock by certain shareholders. The Rights Plan is intended to enable shareholders to realize the long-term value of their investment in the Company by reducing the likelihood that any entity, person, or group is able to gain a control or control-like position in the Company through open market accumulation without paying all shareholders an appropriate control premium or providing the Board sufficient opportunity to make informed judgments and take actions that are in the best interests of all shareholders. The rights plan does not prevent any action that the Board determines to be in the best interest of the Company and its shareholders. The Rights Plan is not intended to interfere with any sale, merger, tender, exchange offer or other business combination approved by the Board. Nor does the Rights Plan prevent the Board from considering any offer that recognizes the full value of the Company and is in the best

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. In connection with the adoption of the Rights Agreement described in Item 3.03 of this Current Report, the Board adopted Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company (the " Articles of Amendment "), which designates the rights, preferences, and privileges of 100,000 shares of a new series of the Company's preferred stock, par value $0.001 per share, designated as Series A Junior Participating Preferred Stock. The information set forth in Item 3.03 of this Current Report is incorporated into this Item 5.03 by reference. The Company filed the Articles of Amendment with the Secretary of State of the State of Florida on December 3, 2024. A copy of the Articles of Amendment has been filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On December 3, 2024, the Company issued a press release announcing the adoption of the Rights Agreement. A copy of that press release is furnished as Exhibit 99.1 to this Current Report 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 Articles of Amendment to the Amended and Restated Articles of Incorporation, dated December 3, 2024 (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on December 3, 2024). 4.1 Rights Agreement, dated December 3, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent (which includes the Form of Right Certificate as Exhibit B thereto) (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on December 3). 99.1 Press Release issued by the Company on December 3, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL) * * * 5

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. Dated: December 3, 2024 PETMED EXPRESS, INC. By: /s/ Sandra Compos Name: Sandra Campos Title: Chief Executive Officer and President 6

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View this 8-K filing on SEC EDGAR