NXH 8-K
Neighborhood Intelligence, Inc. (NXH)
8-K
2026-09-08
For: 2026-09-07
View Original
Added on
September 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)(Zip Code)
(801 )
947-3100
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
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Name of each exchange on which
registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.02. |
Termination of a Material Definitive Agreement.
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On September 7, 2026, Beyond Home Services, LLC (“Purchaser”), a Delaware
limited liability company and wholly owned subsidiary of Neighborhood Intelligence, Inc., a Delaware corporation (the “Company”), and F9 Investments, LLC, a
Florida limited liability company (“Seller”), mutually agreed to terminate the Agreement and Plan of Merger, dated as of July 23, 2026 (the “Merger Agreement”), by and among the Company, Purchaser, F9 Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser, F9 Merger Sub
2, LLC, a Delaware limited liability company and wholly owned subsidiary of Purchaser, Seller, F9 Brands, Inc., a Delaware corporation, and, solely for the purposes of Sections 3.6, 3.7, 3.8 and 5.1 of the Merger Agreement, Tom Sullivan, the
indirect owner of Seller (“Sullivan”), following Seller’s determination that it would be unable to satisfy certain conditions to the closing of the
transactions contemplated by the Merger Agreement (the “Termination”).
Pursuant to the Merger Agreement, Purchaser’s obligations to close the transaction were contingent upon the satisfaction or waiver of certain closing conditions. As
of the time of the Termination such conditions were not satisfied and it was not foreseeable to either Purchaser or Seller that such conditions would become satisfied. Rather than continue to pursue the transaction, Purchaser and Seller mutually
agreed to terminate the Merger Agreement. The Merger Agreement provides that it may be terminated by the mutual written consent of Purchaser and Seller, and upon such termination, the Merger Agreement shall immediately become null and void and
each of the parties to the Merger Agreement shall be relieved of their duties and obligations arising under the Merger Agreement after the date of such termination.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger
Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 27, 2026, and is incorporated herein by reference as Exhibit 2.1 to this Current Report on Form 8-K.
| Item 7.01. |
Regulation FD.
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On September 8, 2026, the Company issued a press release announcing the Termination of the Merger Agreement. A copy of the press release is furnished herewith as
Exhibit 99.1 and incorporated herein by reference to this Item 7.01.
The information set forth in this Item 7.01 including the information set forth in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit Number
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Description
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2.1*
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Agreement and Plan of Merger, dated as of July 23, 2026, by and among Bed Bath & Beyond, Inc., Beyond Home Services, LLC, F9 Merger Sub 1, Inc., F9 Merger
Sub 2, LLC, F9 Brands, Inc., F9 Investments, LLC and, solely for the purposes of Sections 3.6, 3.7, 3.8 and 5.1 thereof, Tom Sullivan (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed by the Company
with the SEC on July 27, 2026)
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Press Release, dated September 8, 2026.
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104
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document)
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Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished
to the Securities and Exchange Commission upon request.
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SIGNATURE
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.
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Neighborhood Intelligence, Inc.
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By:
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/s/ Marcus Lemonis
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Marcus Lemonis
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Chief Executive Officer
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Date:
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September 8, 2026
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Exhibit 99.1
Neighborhood Intelligence Terminates Proposed Acquisition of F9 Brands
Company Reaffirms Disciplined Capital Allocation and Growth Strategy Across Its Home Services Pillar
NASHVILLE, Tenn. (BUSINESS WIRE) Neighborhood
Intelligence, Inc. (Nasdaq: NXH) (“Neighborhood” or the “Company”) today announced that the Company and F9 Brands, Inc. (“F9”) have terminated the previously announced acquisition agreement.
We determined F9 was unable to satisfy all closing requirements within the contemplated timeframe. Neighborhood will not proceed with the acquisition or
enter into a commercial or strategic collaboration with F9. The companies will continue to operate independently, and the terms and economics of the previously announced acquisition agreement are no longer in effect.
As of August 31, 2026, after giving effect to the completed acquisitions of The Container Store, Kirkland’s, Installed Right and SFV
Construction Services, Neighborhood had approximately 97 million shares of common stock issued and outstanding.
No shares will be issued and no acquisition capital will be deployed in connection with F9.
“Disciplined capital allocation and protecting shareholder value are central to how we evaluate every transaction,” said Marcus Lemonis, Executive
Chairman of Neighborhood Intelligence. “We evaluate opportunities continuously, and this is one of many transactions we have considered that we elected not to pursue. In this case, we determined the seller was unable to satisfy the closing
conditions, which are essential to our confidence in any business we acquire. We appreciate the time and effort contributed by the F9 management team and employees throughout the process. We remain focused on the strength of the Home Services
platform, anchored by Elfa, Closet Works and SFV Construction Services, and on pursuing opportunities that meet our strategic, financial, and operational standards.”
Neighborhood plans to build on Elfa’s whole-home solutions platform by leveraging its design, engineering and manufacturing capabilities across kitchen,
laundry, bath, closet and garage.
About Neighborhood
Neighborhood Intelligence (Nasdaq: NXH), previously Bed Bath & Beyond, Inc., is a data and technology company organized around three interconnected
pillars: Omni-Channel Retail, Home Services and Home Ownership.
Its portfolio includes Bed Bath & Beyond, Overstock, buybuy BABY, Kirkland’s, The Container Store, Elfa and Closet Works, along with its expanding Home
Services and Home Ownership businesses. Neighborhood connects products, services, financing, expertise and data to make homeownership simpler and more affordable.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include all
statements other than statements of historical fact, including but not limited to statements regarding plans and strategies for the Company, planned commercial arrangements, planned acquisitions; our industry, business strategy, plans, goals and
expectations concerning our market position, future operations and other financial and operating information.
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Forward-looking statements are neither promises nor guarantees and involve risks, uncertainties and other important factors that may cause actual results to
differ materially from any future results expressed or implied by the forward-looking statements, including, but not limited to: the anticipated expansion of Elfa and SFV Services; customer, data and revenue-sharing initiatives; potential investments
or acquisitions; and the expected benefits and timing of these initiatives, and other important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Report
on Form 10-Q for the quarter ended June 30, 2026, as such factors may be updated from time to time in the Company’s subsequent filings with the SEC.
Investor Relations
Source: Neighborhood Intelligence, Inc.
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