CarParts.com Files 8-K on Agreements and Equity

TL;DR

CPRT filed an 8-K detailing new agreements, financial obligations, and equity sales.

AI Summary

On September 8, 2025, CarParts.com, Inc. entered into a material definitive agreement, likely related to financing or operations, as indicated by the filing of an 8-K. The company also reported on the creation of a direct financial obligation and unregistered sales of equity securities. The filing details events occurring on or before September 8, 2025.

Why It Matters

This filing signals significant corporate actions by CarParts.com, Inc., potentially impacting its financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can indicate significant corporate changes and potential financial risks.

Key Players & Entities

• CarParts.com, Inc. (company) — Registrant
• 0001140361-25-034642 (filing_id) — Accession Number
• September 8, 2025 (date) — Date of earliest event reported
• 2050 W. 190th Street, Suite 400, Torrance, CA 90504 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value per share PRTS The NASDAQ
• $1.04 — ares to be purchased, the "Shares") for $1.04 per share, which represents an aggregat
• $10,732,516.08 — presents an aggregate purchase price of $10,732,516.08; and (ii) to certain of the Purchasers,
• $25,000,000 — tes in an aggregate principal amount of $25,000,000 (the "Convertible Notes"). The issuance
• $1 — then unpaid and accrued interest by (y) $1.20, rounded down to the nearest share.
• $75,000,000 — nder the Existing Credit Agreement from $75,000,000 to $25,000,000; (ii) modifying the inte
• $7,500,000 — y under the Amended Credit Agreement of $7,500,000 until such time as the Company maintain
• $2,500,000 — unt of up to $25,000,000, a sublimit of $2,500,000 for the issuance of letters of credit,
• $125,000,000 — e revolving commitment by an additional $125,000,000, subject to certain terms and condition

Filing Documents

• ef20055375_8k.htm (8-K) — 53KB
• ef20055375_ex10-1.htm (EX-10.1) — 264KB
• ef20055375_ex10-2.htm (EX-10.2) — 83KB
• ef20055375_ex10-3.htm (EX-10.3) — 86KB
• ef20055375_ex10-4.htm (EX-10.4) — 1101KB
• ef20055375_ex99-1.htm (EX-99.1) — 22KB
• image0.jpg (GRAPHIC) — 7KB
• image01.jpg (GRAPHIC) — 5KB
• image02.jpg (GRAPHIC) — 6KB
• 0001140361-25-034642.txt ( ) — 2096KB
• prts-20250908.xsd (EX-101.SCH) — 4KB
• prts-20250908_lab.xml (EX-101.LAB) — 21KB
• prts-20250908_pre.xml (EX-101.PRE) — 16KB
• ef20055375_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. Purchase Agreement On September 8, 2025, CarParts.com, Inc. (the "Company") entered into a purchase agreement (the "Purchase Agreement") with International Auto Parts (Cayman) Limited ("International Auto Parts"), Axislink Holding B.V. ("Axislink") and Lovely Peach Limited ("Lovely Peach" and, together with International Auto Parts and Axislink, the "Purchasers" and each a "Purchaser") providing for the issuance and sale (i) to the Purchasers, of an aggregate of 10,319,727 shares of common stock, par value $0.001 per share, of the Company (the "Company Common Stock" and the shares to be purchased, the "Shares") for $1.04 per share, which represents an aggregate purchase price of $10,732,516.08; and (ii) to certain of the Purchasers, of convertible notes in an aggregate principal amount of $25,000,000 (the "Convertible Notes"). The issuance and sale of the Shares and Convertible Notes pursuant to the Purchase Agreement (the "Transaction") was completed on September 10, 2025 (the "Closing"). The Shares represent 14.99% of the total outstanding shares of Company Common Stock. Under the Purchase Agreement, the Purchasers have agreed to (i) restrictions on transfers of the Shares and the Convertible Notes to third parties, subject to limited exceptions; and (ii) vote the shares of Company Common Stock held by the Purchasers and their respective affiliates in the same relative proportions ("for," "against," "withheld," "abstain" or otherwise) as the votes that are collectively cast by all other stockholders of the Company. The transfer restrictions and voting commitments applicable to Lovely Peach and its affiliates will expire six months after the Closing or an earlier Change in Control (as defined in the Purchase Agreement) of the Company. The transfer restrictions applicable to 50% of each of the Shares and the Convertible Notes held by International Auto Parts and Axislink and their respective affiliates will

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant The information related to the issuance of the Convertible Notes and the Amended Credit Agreement contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference.

02

Item 3.02 Unregistered Sale of Securities On September 10, 2025, pursuant to the Purchase Agreement, the Company issued and sold to the Purchasers the Shares and the Convertible Notes in a private placement pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Company offered and sold the Shares and the Convertible Notes in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Purchasers in the Purchase Agreement. To the extent that any shares of Company Common Stock are issued upon conversion of the Convertible Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with the conversion of the Convertible Notes and any resulting issuance of shares of the Company Common Stock. The information related to the issuance of the Shares and the Convertible Notes contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference.

01

Item 8.01 Other Events. On September 9, 2025, the Company issued a press release announcing the Transaction and the Company's entry into commercial agreements with Premium Parts Wholesale Ltd., an affiliate of International Auto Parts, and Axislink. A copy of the press release is filed as Exhibit 99.1 and is incorporated by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Purchase Agreement, dated as of September 8, 2025, by and among CarParts.com, Inc., International Auto Parts (Cayman) Limited, Axislink Holding B.V. and Lovely Peach Limited.* 10.2 Form of Convertible Note of CarParts.com, Inc. 10.3 Investor Rights Agreement, by and among CarParts.com, Inc., International Auto Parts (Cayman) Limited, Axislink Holding B.V. and Lovely Peach Limited.* 10.4 First Amendment to Amended and Restated Credit Agreement and First Amendment to Amended and Restated Pledge and Security Agreement, dated as of September 8, 2025, by and among the CarParts.com. Inc., Whitney Automotive Group, Inc., Go Fido, Inc., Automotive Specialty Accessories and Parts, Inc., and JPMorgan Chase Bank, N.A., as lender and administrative agent.* 99.1 Press Release, dated September 9, 2025. 104 Cover Page Interactive Data File (formatted as Inline XBRL) * Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. The Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

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: September 10, 2025 CARPARTS.COM, INC. By: /s/ Ryan Lockwood Name: Ryan Lockwood Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR