M&A - BEYOND, INC.

Form Type: 8-K

Filing Date: 2025-05-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125018409

Filing Summary: On May 7, 2025, Beyond, Inc. entered into an Amended and Restated Term Loan Credit Agreement with Kirkland’s, providing an additional $5.2 million in financing. The agreement allows Beyond to convert loans to shares of Kirkland's, subject to shareholder approval. Concurrently, Beyond amended its Subscription and Investor Rights Agreements, lifting restrictions on share transfers and standstill obligations regarding Kirkland's stock. A Purchase Agreement was signed for the potential acquisition of Kirkland's trademarks for $5 million, conditioned on lender consent. An updated collaboration agreement was made, changing the fee structure and defining joint operating arrangements. This reflects Beyond’s strategic move to strengthen its financial ties and operational collaboration with Kirkland's.

Form Type: 8-K

Filing Date: 2025-02-24

Corporate Action: Acquisition

Type: New

Accession Number: 000113071325000015

Filing Summary: On February 24, 2025, Beyond, Inc. announced that it completed the acquisition of the Buy Buy Baby brand from BBBY Acquisition Co. LLC. This transaction was finalized on February 21, 2025, as detailed in their asset purchase agreement signed on January 30, 2025. Beyond, Inc. acquired various assets from the Buy Buy Baby brand, which include rights, trademarks, domain names, and contractual rights for a total purchase price of $5.0 million, paid at closing. Additionally, certain contractual liabilities were also assumed by Beyond, Inc. regarding this acquisition. The details surrounding the financial implications and obligations expected from this transaction are outlined in their forward-looking statements, with potential uncertainties and risks that could affect future results. This information is included in the filing with the SEC, along with a press release accompanying the report.

Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Acquisition

Type: New

Accession Number: 000113071325000012

Filing Summary: On February 5, 2025, the stockholders of Kirkland’s, Inc. voted to approve the conversion of $8.5 million of Kirkland’s convertible debt held by Beyond, Inc. into shares of Kirkland’s common stock. Additionally, Kirkland’s stockholders approved Beyond, Inc.’s $8 million investment in Kirkland’s in exchange for shares of Kirkland’s common stock as per the Subscription Agreement and Investor Rights Agreement. As a result of these actions, Beyond, Inc. owns approximately 40% of Kirkland's outstanding common stock, has the right to appoint two independent directors to Kirkland’s board as long as it holds at least 20% of the shares, and may appoint one non-voting observer to the board as long as it owns at least 5%.

Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Acquisition

Type: New

Accession Number: 000113071325000010

Filing Summary: On January 30, 2025, Beyond, Inc. entered into an asset purchase agreement with BBBY Acquisition Co. LLC to acquire the rights to the Buy Buy Baby brand, including relevant assets, data, information, and content associated with the Buy Buy Baby website. The total purchase price for this acquisition is $5,000,000, which will be payable at the closing following a due diligence period. Additionally, Beyond, Inc. will pay a revenue share of 1.0% on e-commerce sales and 0.5% on brick-and-mortar store sales associated with Buy Buy Baby branded sales starting in 2026. The press release announcing this acquisition was issued on February 3, 2025, and is included as Exhibit 99.1 of the filing. The document also notes that forward-looking statements regarding the transaction's timing, execution, and financial impacts are subject to risks and uncertainties, as outlined in previous SEC filings.