Regis Corp. Reports Material Agreement, Bylaw Changes

TL;DR

**Regis Corp. just made big changes to its agreements and bylaws; details are sparse but could be a game-changer.**

AI Summary

Regis Corporation filed an 8-K on January 30, 2024, indicating an entry into a material definitive agreement, material modifications to security holders' rights, and amendments to its articles of incorporation or bylaws. While the filing confirms these significant corporate actions, it does not provide specific details about the nature of these agreements or amendments. This matters to investors because these changes could fundamentally alter the company's financial structure, governance, or future strategic direction, potentially impacting stock value.

Why It Matters

These corporate actions could significantly impact Regis Corporation's financial health, operational strategy, and shareholder value, making it crucial for investors to monitor for further details.

Risk Assessment

Risk Level: medium — The lack of specific details regarding the material definitive agreement and bylaw amendments introduces uncertainty, posing a medium risk to investors.

Analyst Insight

A smart investor would closely monitor subsequent filings (like 10-K or 10-Q) or press releases from Regis Corporation for detailed information regarding the material definitive agreement, modifications to security holder rights, and bylaw amendments, as these details are crucial for assessing future impact.

Key Players & Entities

• REGIS CORPORATION (company) — the registrant filing the 8-K
• January 30, 2024 (date) — date of earliest event reported and filing date
• Minnesota (company) — state of incorporation for Regis Corporation
• 1-12725 (dollar_amount) — Commission File Number for Regis Corporation
• 41-0749934 (dollar_amount) — IRS Employer Identification No. for Regis Corporation

FAQ

Key Financial Figures

• $0.05 — ch registered Common Stock, par value $0.05 per share RGS The Nasdaq Global Sel
• $73.00 — erred Shares"), for a purchase price of $73.00 (subject to adjustment) (the "Purchase
• $0.0001 — n whole, but not in part, at a price of $0.0001 per Right. Immediately upon the action

Filing Documents

• tm244320d1_8k.htm (8-K) — 40KB
• tm244320d1_ex3-1.htm (EX-3.1) — 35KB
• tm244320d1_ex4-1.htm (EX-4.1) — 310KB
• tm244320d1_ex99-1.htm (EX-99.1) — 11KB
• tm244320d1_ex99-1img005.jpg (GRAPHIC) — 25KB
• 0001104659-24-007994.txt ( ) — 681KB
• rgs-20240130.xsd (EX-101.SCH) — 3KB
• rgs-20240130_lab.xml (EX-101.LAB) — 33KB
• rgs-20240130_pre.xml (EX-101.PRE) — 22KB
• tm244320d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 29, 2024, Regis Corporation (the "Company") entered into a Tax Benefits Preservation Plan (the "Plan") with Equiniti Trust Company, LLC, as Rights Agent. In connection with the Plan, the Board of Directors (the "Board") of the Company authorized and declared a dividend distribution of one preferred share purchase right (a "Right"), for each common share, par value $0.05 per share (the "Common Shares") outstanding on February 9, 2024 to the shareholders of record at the close of business on that date. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Plan. The Plan was approved by the Board to mitigate the likelihood of an "ownership change" within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), and thereby preserve the current ability of the Company to utilize certain net operating loss carryovers and other tax benefits of the Company (the "Tax Benefits") to offset future income. If the Company were to experience an "ownership change," as defined in Section 382 of Code, the Company's ability to fully utilize the Tax Benefits on an annual basis would be substantially limited, and the timing of the usage of the Tax Benefits could be substantially delayed, which could therefore significantly impair the potential value of those assets. The Plan is intended to act as a deterrent to any person or group acquiring "beneficial ownership" of 4.95% or more of the outstanding Common Shares, without the approval of the Board. The following summary of the terms of the Plan does not purport to be complete and is qualified in its entirety by the full text of the Plan, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference. Exercise of Rights . On or after the Distribution Date, each Right would initially entitle the holder to purchase one one-thousandth of a share of the Company's Serie

03. Material Modification to Rights

Item 3.03. Material Modification to Rights of Security Holders. The information set forth under "Item 1.01 Entry into a Material Definitive Agreement" is incorporated herein by reference. The Plan, specifying the terms of the Rights (as defined therein), is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

03. Amendments to Articles of Incorporation

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the adoption of the Plan, the Board of Directors approved a Certificate of Designation of Series A Junior Participating Preferred Stock (the "Certificate of Designation"). The Certificate of Designation was filed with the Secretary of State of the State of Minnesota on January 30, 2024. See the description of the Plan in Item 1.01 of this Current Report on Form 8-K for a more complete description of the rights and preferences of the Series A Junior Participating Preferred Stock. The Certificate of Designation is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The description of the Certificate of Designation herein does not purport to be complete and is qualified in its entirety by Exhibit 3.1.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 30, 2024, the Company issued a press release announcing the approval of the Plan, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. 3

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits The exhibits listed on the Exhibit Index are incorporated herein by reference. Exhibit Index Exhibit No. Description 3.1 Certificate of Designation of Series A Junior Participating Preferred Stock 4.1 Tax Benefits Preservation Plan, dated as of January 29, 2024, between Regis Corporation and Equiniti Trust Company, LLC (which includes the Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of Regis Corporation as Exhibit A to the Plan, the Form of Rights Certificate as Exhibit B to the Plan, and the Summary of Rights to Purchase Series A Junior Participating Preferred Stock as Exhibit C to the Plan). 99.1 Press Release, dated as of January 30, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward Looking Statements

Forward Looking Statements Certain statements made herein may be deemed "forward-looking statements" within the meaning of the federal securities laws, including statements concerning anticipated future events and expectations that are not historical facts, including statements with respect to the Company's net operating losses, tax attributes and impact of the Plan. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this document reflect management's best judgment at the time they are made, but all such statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed in or implied by the statements herein. Such forward-looking statements are often identified herein by use of words including, but not limited to, "will," "may," "believe," "project," "forecast," "expect," "estimate," "anticipate," "intend," "looks forward to" and "plan." In addition, the following factors could affect the Company's actual results and cause such results to differ materially from those expressed in forward-looking statements. These factors include our ability to comply with applicable national stock exchange listing requirements, potential timing and outcomes of suspension and delisting procedures and future trading or quotation of our common stock, and other potential factors that could affect future financial and operating results as set forth under Item 1A of our Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made in our subsequent annual and periodic reports filed or furnished with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K and Proxy Statements on Schedule 14A.

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. REGIS CORPORATION /s/ Kersten D. Zupfer Name: Kersten D. Zupfer Title: Executive Vice President and Chief Financial Officer Date: January 30, 2024 4

View Full Filing

View this 8-K filing on SEC EDGAR