CarParts.com Files 8-K with Material Agreements & Bylaw Changes

TL;DR

CPRT filed an 8-K: material agreements, rights changes, and bylaw amendments. Big moves happening.

AI Summary

On April 5, 2024, CarParts.com, Inc. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, modified the rights of its security holders, and amended its articles of incorporation or bylaws. These actions suggest significant corporate restructuring or strategic shifts for the automotive parts retailer.

Why It Matters

This filing indicates significant corporate actions by CarParts.com, Inc., which could impact its operational structure, governance, and shareholder rights.

Risk Assessment

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

Key Players & Entities

• CarParts.com, Inc. (company) — Registrant
• 0001140361-24-018386 (document_id) — Accession Number
• 2050 W. 190th Street (address) — Principal Executive Offices
• Torrance, CA (location) — Principal Executive Offices City and State
• 90504 (zip_code) — Principal Executive Offices Zip Code
• April 5, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value per share PRTS The NASDAQ
• $105,224 — , federal and state Tax Attributes were $105,224 and $84,780, respectively. These Tax At
• $84,780 — state Tax Attributes were $105,224 and $84,780, respectively. These Tax Attributes may
• $11.13 — y (the "Preferred Stock") at a price of $11.13 per one one-thousandth of a share of Pr
• $10.00 — dividend payment of the greater of (a) $10.00 per share, and (b) an amount equal to 1
• $0 — he Company's preferred stock, par value $0.001, designated as Series B Junior Part

Filing Documents

• ef20026015_8k.htm (8-K) — 54KB
• ef20026015_ex3-1.htm (EX-3.1) — 28KB
• ef20026015_ex4-1.htm (EX-4.1) — 301KB
• ef20026015_ex99-1.htm (EX-99.1) — 11KB
• image0.jpg (GRAPHIC) — 86KB
• 0001140361-24-018386.txt ( ) — 850KB
• prts-20240405.xsd (EX-101.SCH) — 4KB
• prts-20240405_lab.xml (EX-101.LAB) — 22KB
• prts-20240405_pre.xml (EX-101.PRE) — 16KB
• ef20026015_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement On April 5, 2024, CarParts.com, Inc. (the "Company") entered into the Tax Benefits Preservation Plan (the "Plan"), between the Company and Computershare Trust Company, N.A., as rights agent (the "Rights Agent"). By adopting the Plan, the Board of Directors of the Company (the "Board") is seeking to preserve for the Company's stockholders the value or availability of certain of the Company's tax attributes (the "Tax Attributes"). As of December 30, 2023, federal and state Tax Attributes were $105,224 and $84,780, respectively. These Tax Attributes may be materially reduced or eliminated by a "change of ownership" of the Company (a "change of ownership") under Section 382 of the Internal Revenue Code (the "Code"). If a change of ownership were to occur, the actual amount of Tax Attributes that could be materially reduced or eliminated would depend upon various factors, including when the change of ownership occurred . Generally, a change of prior three-year period or, if sooner, since the last change of ownership experienced by the Company. The Plan is intended to act as a deterrent to any person acquiring 4.99% or more of the outstanding shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), or any existing 4.99% or greater holder from acquiring any additional shares without the approval of the Board. This would mitigate the threat that share ownership changes present to the Company's Tax Attributes because changes in ownership by a person owning less than 4.99% of the Common Stock are not included in the calculation of "change of ownership" for purposes of Section 382 of the Code. The Plan includes a procedure whereby the Board may conside

03

Item 3.03. Material Modification to Rights of Security Holders The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the adoption of the Plan described in Item 1.01 of this Current Report, the Board approved a Certificate of Designation of Series B Junior Participating Preferred Stock (the "Certificate of Designation"), which designates the rights, preferences and privileges of 100,000 shares of a series of the Company's preferred stock, par value $0.001, designated as Series B Junior Participating Preferred Stock. The Company filed the Certificate of Designation with the Secretary of State of the State of Delaware on April 5 , 2024. The information set forth in Item 1.01 of this Current Report is incorporated into this Item 5.03 by reference.

01

Item 8.01. Other Events On April 5, 2024, the Company issued a press release announcing the adoption of the Plan and the declaration of a dividend of the Rights under the Plan. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Exhibit Description 3.1 Certificate of Designation of Series B Junior Participating Preferred Stock, filed with the Secretary of State of the State of Delaware on April 5, 2024. 4.1 Tax Benefits Preservation Plan, dated as of April 5, 2024, between CarParts.com, Inc. and Computershare Trust Company, N.A., as Rights Agent, together with the following exhibits thereto: Exhibit A — Form of Certificate of Designation of Series B Junior Participating Preferred Stock of CarParts.com, Inc.; Exhibit B — Form of Right Certificate. 99.1 Press Release, dated April 5, 2024.

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 thereunto duly authorized. CARPARTS.COM, INC. Date: April 5, 2024 By: /s/ David Meniane Name: David Meniane Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR