Bankruptcy: Vroom, Inc.

Form Type: S-1

Filing Date: 2025-03-21

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000101376225001109

Filing Summary: Vroom, Inc. filed a registration statement for the potential offer and sale of 3,957,621 shares of common stock by Mudrick Capital Management, L.P. following its emergence from a voluntary Chapter 11 bankruptcy process initiated on November 13, 2024. The bankruptcy court approved the Plan of Reorganization on January 8, 2025, and Vroom emerged from this process on January 14, 2025. Under the plan, Vroom discharged approximately $290 million in debt and issued new equity to Mudrick, which is the selling stockholder in this registration. Vroom's common stock was relisted on February 20, 2025, on the Nasdaq Global Market under the symbol 'VRM'. The offering will not generate proceeds for Vroom as it does not sell any of its securities. The registration statement reflects the ongoing restructuring and is part of the company's efforts to stabilize post-bankruptcy operations.

Document Link: View Document

Form Type: S-8

Filing Date: 2025-03-12

Corporate Action: Bankruptcy

Type: New

Accession Number: 000095017025037474

Filing Summary: Vroom, Inc. has filed a registration statement on Form S-8 to register 1,109,701 shares of its common stock to be issued under the Amended and Restated 2020 Incentive Award Plan. This filing follows the approval of an amendment to the plan as part of the Prepackaged Plan of Reorganization under Chapter 11 of the United States Bankruptcy Code. The filing provides information about the company’s status as a non-accelerated and smaller reporting company and includes details on the plan of distribution, indemnification of officers and directors, and various incorporations by reference, including annual reports and registration statements that are pertinent to the filing.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-01-15

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000095017025005647

Filing Summary: On January 8, 2025, the Bankruptcy Court entered an order approving the disclosure statement and confirming Vroom, Inc.'s Prepackaged Plan of Reorganization under Chapter 11 of the Bankruptcy Code. The Plan became effective on January 14, 2025, allowing Vroom to emerge from the Prepackaged Chapter 11 Case. As part of the restructuring, the Company issued warrants to purchase a total of 364,516 shares of new common stock at an exercise price of $60.95 per share to its stockholders. All previously issued equity interests were cancelled, with holders of the Convertible Notes receiving 92.94% of the new common stock, resulting in approximately 5,163,109 outstanding shares of new common stock. The Company also adopted an Amended and Restated Certificate of Incorporation, including an adjustment to the conversion ratio of existing common stock. Additionally, on the Effective Date, Matthew Pietroforte was appointed to the Board of Directors, and the Company's existing 2020 Incentive Award Plan was amended to increase shares reserved for issuance.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-01-02

Corporate Action: Bankruptcy

Type: Update

Accession Number: 000119312525000195

Filing Summary: On January 2, 2025, Vroom, Inc. reported that it commenced a Prepackaged Chapter 11 Case under the U.S. Bankruptcy Code on November 13, 2024. This filing was undertaken voluntarily to restructure the company and facilitate compliance with Nasdaq listing requirements after receiving a notice of delisting on November 21, 2024. The company plans to amend its Certificate of Incorporation, specifically regarding the conversion of its common stock at a 1-for-5 ratio, intended to adjust the stock price and share count to meet minimum requirements for continued listing on Nasdaq. No stockholder approval is needed for the Charter Amendment, and fractional shares will be rounded to the nearest whole share. The adjustment will also affect existing equity plans and warrants. The restructuring aims to maintain liquidity for shareholders and ensure compliance with Nasdaq's criteria post-bankruptcy emergence.

Document Link: View Document