Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement Amendment
On August 7, 2022, Blue Apron Holdings, Inc. (the “Company”), entered into Amendment No. 1 to the Purchase Agreement (the “Purchase Agreement Amendment”), which amended the Purchase Agreement entered into between the Company and RJB Partners LLC (“RJB”), an affiliate of Joseph N. Sanberg, an existing holder of the Company’s Class A common stock, on April 29, 2022 (the “Original Purchase Agreement” and as amended by the Purchase Agreement Amendment, the “Amended Purchase Agreement”). As previously disclosed, the Original Purchase Agreement provided for, among other things, an aggregate $40.0 million private placement, with the first tranche of $20.0 million closing concurrently with the execution of the Original Purchase Agreement on April 29, 2022 (the “First Closing”), and the second tranche of $20.0 million to close on May 30, 2022, or such other date as may be agreed to by the Company and RJB (the “Second Closing”).
Pursuant to the Purchase Agreement Amendment, (i) the Company and RJB agreed to extend the date of the Second Closing to August 31, 2022, or such earlier date as mutually agreed to by the Company and RJB in writing, and (ii) RJB agreed to purchase from the Company on the Second Closing (a) the 1,666,667 shares of Class A common stock that RJB agreed to purchase from the Company under the Original Purchase Agreement on the Second Closing at a price of $5.00 per share instead of $12.00 per share and (b) an additional 8,333,333 shares of Class A common stock at a price of $5.00 per share, for an aggregate of 10,000,000 shares of Class A common stock for an aggregate purchase price of $50.0 million (or $5.00 per share) on the Second Closing (the “Amended Second Closing Private Placement Shares”). Pursuant to the Purchase Agreement Amendment, RJB’s obligation to complete the Second Closing is not subject to closing conditions. In addition, pursuant to the Purchase Agreement Amendment, Joseph N. Sanberg agreed to personally guarantee the payment of the aggregate purchase price of $50.0 million for the Amended Second Closing Private Placement Shares.
The Second Closing is expected to close on or before August 31, 2022, concurrently with the Company’s receipt of a $20.0 million receivable owed by an affiliate of Joseph N. Sanberg, pursuant to that certain Gift Card Sponsorship Agreement entered into on May 5, 2022 by the Company and such affiliate, as previously disclosed in the Company’s Securities and Exchange Commission filings, which obligation Joseph N. Sanberg has personally guaranteed pursuant to an amendment to such agreement.
In accordance with the terms of the Purchase Agreement Amendment, the Company has agreed, effective immediately following, and contingent upon the Second Closing, to appoint Alex Chalunkal as a member of the Company’s Board of Directors (the “Board”) to serve as a Class III director until the expiration of the standstill period set forth in that certain Purchase Agreement, dated as of September 15, 2021, by and among, the Company, RJB and the other parties thereto, as described on the Company’s Form 8-K as filed with the Securities and Exchange Commission on September 15, 2021. Mr. Chalunkal is the Chief Investment Officer to Joseph N. Sanberg. Furthermore, the Company has agreed to use $25.0 million of the proceeds from the Amended Second Closing Private Placement Shares issued to RJB on the Second Closing for strategic purposes aimed at enhancing shareholder value, including exploring share buybacks.
The foregoing descriptions of the Purchase Agreement Amendment and Original Purchase Agreement are qualified in their entirety by reference to the full text of the documents, copies of which are filed, respectively, as Exhibit 10.1 to this Current Report on Form 8-K, and Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2022, and are incorporated by reference herein.
Registration Rights Agreement Amendment
Concurrently with the execution of the Purchase Agreement Amendment, the Company and RJB entered into Amendment No. 1 to the Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement Amendment”), which amended the Amended and Restated Registration Agreement entered into between the Company and RJB, on April 29, 2022 (the “Original Registration Rights Agreement”). The Registration Rights Agreement Amendment amended the Original Registration Rights Agreement to establish certain registration rights in respect of the Amended Second Closing Private Placement Shares consistent with those registration rights in respect of the shares of Class A common stock RJB agreed to purchase from the Company under the Original Purchase Agreement as described on the Company’s Form 8-K as filed with the Securities and Exchange Commission on May 5, 2022.
