Kirkland's, Inc. Files 8-K with Multiple Material Events

TL;DR

Kirkland's (KIRK) filed an 8-K detailing new agreements, financial obligations, and equity sales.

AI Summary

Kirkland's, Inc. filed an 8-K on February 5, 2025, reporting several material events. These include entering into a material definitive agreement, creating a direct financial obligation, unregistered sales of equity securities, and material modifications to security holder rights. The filing also notes the submission of matters to a vote of security holders and other events.

Why It Matters

This 8-K filing indicates significant corporate actions and potential financial obligations for Kirkland's, Inc., which could impact its financial health and shareholder value.

Risk Assessment

Risk Level: medium — The filing details multiple material events including financial obligations and equity sales, which could signal financial distress or significant strategic shifts.

Key Players & Entities

• KIRKLAND'S, INC (company) — Registrant
• 0000950170-25-014531 (filing_id) — Accession Number
• February 05, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $17 million — s") and its subsidiaries entered into a $17 million Term Loan Credit Agreement (the "Beyond
• $8.5 million — he Beyond Term Loan consisted of (i) an $8.5 million loan that was mandatorily convertible i
• $1.85 — ar value ("Common Stock") at a price of $1.85 per share upon the approval of Kirkland
• $8 million — uant to which Beyond agreed to purchase $8 million of Common Stock at a price of $1.85 per
• $90 million — borrowings under the Company's existing $90 million revolving credit facility with Bank of
• $537,750 — of $1.85 per share for a total value of $537,750 pursuant to a subscription agreement (t

Filing Documents

• kirk-20250205.htm (8-K) — 95KB
• kirk-ex3_1.htm (EX-3.1) — 13KB
• kirk-ex10_4.htm (EX-10.4) — 63KB
• kirk-ex99_1.htm (EX-99.1) — 15KB
• img181585134_0.jpg (GRAPHIC) — 80KB
• 0000950170-25-014531.txt ( ) — 432KB
• kirk-20250205.xsd (EX-101.SCH) — 24KB
• kirk-20250205_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on October 21, 2024, Kirkland's, Inc. (the "Company" or "Kirkland's") and its subsidiaries entered into a $17 million Term Loan Credit Agreement (the "Beyond Term Loan"), which was fully funded at closing of the Beyond Term Loan, with Beyond, Inc. (NYSE: BYON) ("Beyond"), as administrative agent and lender. Kirkland's and one of its subsidiaries are serving as the guarantors under the Beyond Term Loan, and Kirkland's other two subsidiaries are the borrowers. At the closing of the Beyond Term Loan, the Beyond Term Loan consisted of (i) an $8.5 million loan that was mandatorily convertible into Kirkland's common stock, no par value ("Common Stock") at a price of $1.85 per share upon the approval of Kirkland's shareholders and (ii) a non-convertible $8.5 million loan. In connection and concurrent with the Beyond Term Loan, on October 21, 2024, the Company and Beyond entered into a subscription agreement (the "Subscription Agreement", the transactions contemplated by the Beyond Term Loan and the Subscription Agreement, the "Transactions") pursuant to which Beyond agreed to purchase $8 million of Common Stock at a price of $1.85 per share for a total of 4,324,324 shares upon the approval of Kirkland's shareholders. As disclosed below, on February 5, 2025, the issuances of shares of Common Stock pursuant to the Subscription Agreement and upon conversion of the outstanding convertible debt under the Beyond Term Loan were approved by the shareholders of the Company at a Special Meeting of the Shareholders (the "Special Meeting"). On February 5, 2025, following the approval of the issuance of shares of Common Stock by the shareholders of the Company, Beyond completed (i) the $8 million equity purchase and (ii) the mandatory conversion of the $8.5 million convertible term loan, resulting in the issuance of 8,934,465 shares of Common Stock (collectively, the "Beyond Shares") to Beyond. Proce

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The shares sold to Beyond pursuant the Beyond Term Loan Agreement and Subscription Agreement are exempt from registration pursuant to Section 4(a)(2) of the Securities Act. The shares issued to Consensus pursuant to the Consensus Subscription Agreement are exempt from registration pursuant to Section 4(a)(2) of the Securities Act. Each of Beyond and Consensus have represented to the Company that it is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act and that the Common Stock is being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends will be affixed to any certificates evidencing shares of Common Stock issued.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information contained in Item 1.01 is incorporated by reference into this Item 3.03.

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. On February 5, 2025, the Company's shareholders approved an amendment to the Company's Amended and Restated Charter ("the Charter Amendment") which decreases the number of authorized shares of Common Stock from 100,000,000 to 80,000,000, and decreases the number of authorized shares of capital stock from 110,000,000 to 90,000,000. The Charter Amendment does not provide for any decrease in the number of authorized shares of the Company's preferred stock, which remains at 10,000,000 shares. The Charter Amendment became effective upon filing with the Secretary of State of the State of Tennessee on February 5, 2025. The foregoing summary is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On February 5, 2025, the Company reconvened and concluded a Special Meeting of Shareholders of the Company, originally convened and adjourned on December 23, 2024. A summary of the matters voted upon by the shareholders at the Special Meeting is set forth below. Proposal 1. The shareholders approved, subject to certain conditions, the issuance of shares of common stock to Beyond, Inc. pursuant to Nasdaq Listing Rules 5635(b) and 5635 (d) based on the following votes: For Against Abstain Broker Non-Votes Total Shares Voted 5,202,083 162,308 248,547 2,564,249 Proposal 2. The shareholders approved an adjournment of the Special Meeting to a later date, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposal based on the following votes: For Against Abstain Broker Non-Votes Total Shares Voted 7,874,795 238,759 63,633 0 Proposal 3. The shareholders approved an amendment to the Amended and Restated Charter of the Company to reduce the number of authorized shares of common stock from 100,000,000 to 80,000,000 based on the following votes: For Against Abstain Broker Non-Votes Total Shares Voted 5,207,571 376,120 2,593,496 0

01 Other Events

Item 8.01 Other Events. On February 5, 2025, the Company issued a press release announcing the voting results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1 Articles of Amendment to the Amended and Restated Charter of Kirkland's, Inc. 10.1 * Term Loan Credit Agreement dated as of October 21, 2024, by and between Kirkland's Stores, Inc., as Lead Borrower, the Borrowers named therein, the Guarantors named therein, Beyond, Inc., as Administrative Agent and Collateral Agent and the Lenders party thereto (Exhibit 10.1 to Form 8-K filed on October 21, 2024). 10.2 * Subscription Agreement, dated as of October 21, 2024, by and between Kirkland's, Inc. and Beyond, Inc. (Exhibit 10.2 to Form 8-K filed on October 21, 2024). 10.3 * Investor Rights Agreement, dated as of October 21, 2024, by and between Kirkland's, Inc. and Beyond, Inc. (Exhibit 10.3 to Form 8-K filed on October 21, 2024). 10.4 Subscription Agreement, dated as of October 18, 2024, by and between Kirkland's, Inc. and Consensus Securities, LLC. 99.1 Press Release dated February 5, 2025 announcing the finalizing of the Beyond investment. 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) * Incorporated by reference.

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. Kirkland's Inc. Date: February 5, 2025 By: /s/ Carter R. Todd Name: Carter R. Todd Title: Senior Vice President, General Counsel and Corporate Secretary

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View this 8-K filing on SEC EDGAR