dtc-202506120001870600☐00018706002025-06-122025-06-12
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): June 12, 2025
Solo Brands, Inc.
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 001-40979 | | | | | | | | | | | |
| Delaware | | 87-1360865 |
State or Other Jurisdiction of
Incorporation or Organization | | I.R.S. Employer Identification No. |
| | | |
| 1001 Mustang Dr. | | |
| Grapevine, | TX | | 76051 |
| Address of Principal Executive Offices | | Zip Code |
(817) 900-2664
Registrant’s Telephone Number, Including Area Code
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, $0.001 par value per share | DTC* | New York Stock Exchange |
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. ☐
* As previously reported, effective April 22, 2025, our Class A common stock has been suspended from trading on the New York Stock Exchange (“NYSE”). Our Class A common stock is currently being quoted on the OTC Pink Market under the symbol “DTCB”. Pursuant to our right to a review of the staff of NYSE Regulation’s determination to delist our Class A common stock by a Committee of the Board of Directors of the NYSE, on May 6, 2025, we sent a notice to the NYSE appealing the determination of staff of NYSE Regulation to commence proceedings to delist our Class A common stock from the NYSE. During the appeal period, our Class A common stock remains listed on the NYSE, though trading in the Class A common stock is suspended.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On June 12, 2025, Solo Brands, LLC, as seller (the “Seller”), an indirect subsidiary of Solo Brands, Inc., a Delaware corporation (the “Company”), entered into an agreement (the “Equity Purchase Agreement”) whereby the Seller sold 100% of the equity interests in the subsidiaries operating the TerraFlame business to the individuals (the “Buyers”) who originally sold to the Seller the equity interests in such subsidiaries in May 2023. Under the Equity Purchase Agreement, the Seller retained ownership of the trademarks and other intellectual property related to the TerraFlame products. In addition, the Seller and the Buyers entered into a supply agreement (the “Supply Agreement”), whereby the Buyers will continue producing the products currently branded under the TerraFlame trademarks and will sell them to the Seller for its continued exclusive distribution thereof.
As part of the transaction, (i) the Seller and the Buyer settled a payment of contingent consideration owed by the Seller to the Buyers in connection with the Seller’s acquisition of TerraFlame in May 2023, (ii) the Seller terminated employment and consultancy agreements with the Buyers, and (iii) the Buyers paid consideration for the equity interests of the relevant subsidiaries, resulting in a net cash payment from the Seller to the Buyers of $2.5 million.
The agreements and transactions described above are referred to herein, as the “Transaction.”
Item 9.01. Financial Statements and Exhibits
(b) Pro Forma Financial Information
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference under this Item 9.01. Pursuant to the rules of the Securities and Exchange Commission and Form 8-K, the disposition effected pursuant to the Equity Purchase Agreement is deemed to be “significant” as such term is defined under Rule 11-01(b) of Regulation S-X because the fair value of the consideration for the disposition exceeds the applicable threshold under the “investment test” set forth under Rule 1.02(w)(1)(i)(B) of Regulation S-X. The Company does not otherwise consider the disposition material.
The unaudited pro forma financial information of the Company giving effect to the Transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference:
•Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2025
•Unaudited Pro Forma Condensed Consolidated Statement of Operations for the three months ended March 31, 2025
•Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2024
•Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
(d) Exhibits
| | | | | |
| Exhibit No. | Description of Exhibits |
| 99.1 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
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 thereunto duly authorized.
| | | | | | | | | | | |
| | | Solo Brands, Inc. |
| | | (Registrant) |
| | | |
| Date: | June 18, 2025 | By: | /s/ Laura Coffey |
| | | Laura Coffey |
| | | Chief Financial Officer |
Exhibit 99.1
SOLO BRANDS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Disposition of TerraFlame business
The information regarding the Transaction set forth in Item 2.01 of the Company’s Current Report on Form 8-K (the “Form 8-K”) of which this Exhibit 99.1 is a part is hereby incorporated by reference. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Form 8-K.
Unaudited Pro Forma Condensed Consolidated Financial Statements
The following unaudited pro forma consolidated statements of operations for the three months ended March 31, 2025 and the year ended December 31, 2024 are presented as if the Transaction had occurred on January 1, 2024. The following unaudited pro forma consolidated balance sheet as of March 31, 2025 is presented as if the Transaction had occurred on March 31, 2025. The Company determined the disposition of the TerraFlame business does not represent a strategic shift, and accordingly, the Company has not accounted for the disposition as a discontinued operation in accordance with ASC 205, Discontinued Operations.
The unaudited pro forma consolidated financial statements have been derived from historical financial statements prepared in accordance with U.S. generally accepted accounting principles and are presented based on assumptions, adjustments, and currently available information described in the accompanying notes. They are intended for informational purposes only and are not intended to represent the Company’s financial position or results of operations had the Transaction occurred on the dates indicated, or to project the Company’s financial performance for any future period. Pro forma adjustments have been made for events that are directly attributable to the disposition and factually supportable.
Article 11 of Regulation S-X requires that pro forma financial information include the following pro forma adjustments to the historical financial statements of the registrant as follows:
•Transaction accounting adjustments – Adjustments that reflect only the application of required accounting to the acquisition, disposition, or other transaction.
•Autonomous entity adjustments – Adjustments that are necessary to reflect the operations and financial position of the registrant as an autonomous entity when the registrant was previously part of another entity.
In addition, Regulation S-X permits registrants to reflect adjustments that depict synergies and dis-synergies of the acquisitions and dispositions for which pro forma effect is being given in our disclosures as management adjustments.
The transaction accounting adjustments reflected in the unaudited pro forma condensed consolidated financial statements include:
•The settlement of the contingent consideration owed by the Seller to the Buyers in connection with the Seller’s acquisition of TerraFlame in May 2023.
•The payment of consideration by the Seller to the Buyers for the termination of the Buyers’ employment and consultancy agreements.
•The payment owed by the Buyers to the Seller for the purchase of the equity interests in the subsidiaries operating the TerraFlame business.
•The pro forma effect of the Supply Agreement.
The Company has not presented a pro forma adjustment to Net Sales because giving pro forma effect to the Supply Agreement, the Company would have generated the same net sales as it reported in its historical consolidated financial statements had the Transaction been consummated on January 1, 2024.
There are no autonomous entity adjustments included in the pro forma financial information. Additionally, the unaudited pro forma condensed consolidated financial statements do not include management adjustments to reflect any potential synergies that may be achievable, or dis-synergy costs that may occur, in connection with the disposition reported herein.
The unaudited pro forma consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the following:(i) the accompanying notes to the unaudited pro forma consolidated financial statements; (ii) the Company’s audited consolidated financial statements for the year ended December 31, 2024 and related notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2025; and (iii) the Company’s unaudited consolidated financial statements as of and for the three month period ended March 31, 2025 and related notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2025.
SOLO BRANDS, INC.
Unaudited Pro Forma Consolidated Balance Sheets
As of March 31, 2025
| | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands, except par value and per unit data) | As Reported | | Pro Forma Adjustments | | Notes | | Pro Forma |
| ASSETS | | | | | | | |
| Current assets | | | | | | | |
| Cash and cash equivalents | $ | 206,394 | | | $ | (2,500) | | | A | | $ | 203,894 | |
| Accounts receivable, net | 52,862 | | | — | | | | | 52,862 | |
| Inventory | 103,068 | | | — | | | | | 103,068 | |
| Prepaid expenses and other current assets | 10,286 | | | — | | | | | 10,286 | |
| Total current assets | 372,610 | | | (2,500) | | | | | 370,110 | |
| Non-current assets | | | | | | | |
| Property and equipment, net | 23,111 | | | (5,118) | | | B | | 17,993 | |
| Intangible assets, net | 185,430 | | | — | | | | | 185,430 | |
| Goodwill | 73,119 | | | — | | | | | 73,119 | |
| Operating lease right-of-use assets | 24,679 | | | — | | | | | 24,679 | |
| Other non-current assets | 13,450 | | | — | | | | | 13,450 | |
| Total non-current assets | 319,789 | | | (5,118) | | | | | 314,671 | |
| Total assets | $ | 692,399 | | | $ | (7,618) | | | | | $ | 684,781 | |
| | | | | | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | |
| Current liabilities | | | | | | | |
| Accounts payable | $ | 23,029 | | | $ | — | | | | | $ | 23,029 | |
| Accrued expenses and other current liabilities | 34,509 | | | (3,505) | | | C | | 31,004 | |
| Deferred revenue | 1,543 | | | — | | | | | 1,543 | |
| Current debt, net | 427,890 | | | — | | | | | 427,890 | |
| Total current liabilities | 486,971 | | | (3,505) | | | | | 483,466 | |
| Non-current liabilities | | | | | | | |
| Long-term debt, net | — | | | — | | | | | — | |
| Deferred tax liability | 5,440 | | | — | | | | | 5,440 | |
| Operating lease liabilities | 20,048 | | | — | | | | | 20,048 | |
| Other non-current liabilities | 5,319 | | | (3,657) | | | C | | 1,662 | |
| Total non-current liabilities | 30,807 | | | (3,657) | | | | | 27,150 | |
| | | | | | | |
| Commitments and contingencies | | | | | | | |
| | | | | | | |
| Shareholders’ equity | | | | | | | |
| Class A common stock, par value $0.001 per share; 475,000,000 shares authorized; 59,186,521 shares issued and outstanding as of March 31, 2025; 58,800,001 issued and outstanding as of December 31, 2024 | 60 | | | — | | | | | 60 | |
| Class B common stock, par value $0.001 per share; 50,000,000 shares authorized, 33,091,989 shares issued and outstanding as of March 31, 2025 and December 31, 2024 | 33 | | | — | | | | | 33 | |
| Additional paid-in capital | 363,960 | | | — | | | | | 363,960 | |
| Retained earnings (accumulated deficit) | (241,007) | | | (346) | | | D | | (241,353) | |
| Accumulated other comprehensive income (loss) | (434) | | | — | | | | | (434) | |
| Treasury stock | (946) | | | — | | | | | (946) | |
| Equity attributable to the controlling interest | 121,666 | | | (346) | | | | | 121,320 | |
| Equity attributable to non-controlling interests | 52,955 | | | (110) | | | I | | 52,845 | |
| Total equity | 174,621 | | | (456) | | | | | 174,165 | |
| Total liabilities and equity | $ | 692,399 | | | $ | (7,618) | | | | | $ | 684,781 | |
See notes to unaudited pro forma consolidated financial statements
SOLO BRANDS, INC.
Unaudited Pro Forma Consolidated Statements of Operations and Comprehensive Income (Loss)
For the Three Months Ended March 31, 2025
| | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands, except per unit data) | As Reported | | Pro Forma Adjustments | | Notes | | Pro Forma |
| Net sales | $ | 77,252 | | | $ | — | | | | | $ | 77,252 | |
| Cost of goods sold | 34,647 | | | 220 | | | E | | 34,867 | |
| Gross profit | 42,605 | | | (220) | | | | | 42,385 | |
| Operating expenses | | | | | | | |
| Selling, general & administrative expenses | 38,990 | | | (469) | | | F | | 38,521 | |
| Restructuring, contract termination and impairment charges | 5,839 | | | — | | | | | 5,839 | |
| Depreciation and amortization expenses | 6,889 | | | (56) | | | F | | 6,833 | |
| Other operating expenses | 1,530 | | | (14) | | | F | | 1,516 | |
| Total operating expenses | 53,248 | | | (539) | | | | | 52,709 | |
| Income (loss) from operations | (10,643) | | | 319 | | | | | (10,324) | |
| Non-operating (income) expense | | | | | | | |
| Interest expense, net | 5,570 | | | (1) | | | G | | 5,569 | |
| Other non-operating (income) expense | (580) | | | — | | | | | (580) | |
| Total non-operating (income) expense | 4,990 | | | (1) | | | | | 4,989 | |
| Income (loss) before income taxes | (15,633) | | | 320 | | | | | (15,313) | |
| Income tax expense (benefit) | 2,944 | | | — | | | H | | 2,944 | |
| Net income (loss) | (18,577) | | | 320 | | | | | (18,257) | |
| Less: net income (loss) attributable to noncontrolling interests | (6,385) | | | 110 | | | I | | (6,275) | |
| Net income (loss) attributable to Solo Brands, Inc. | $ | (12,192) | | | $ | 210 | | | | | $ | (11,982) | |
| | | | | | | |
| Other comprehensive income (loss) | | | | | | | |
| Foreign currency translation, net of tax | $ | — | | | $ | — | | | | | $ | — | |
| Comprehensive income (loss) | (18,577) | | | 320 | | | | | (18,257) | |
| Less: other comprehensive income (loss) attributable to noncontrolling interests | — | | | — | | | | | — | |
| Less: net income (loss) attributable to noncontrolling interests | (6,385) | | | 110 | | | | | (6,275) | |
| Comprehensive income (loss) attributable to Solo Brands, Inc. | $ | (12,192) | | | $ | 210 | | | | | $ | (11,982) | |
| | | | | | | |
| Net income (loss) per Class A common stock | | | | | | | |
| Basic and diluted | $ | (0.21) | | | $ | — | | | | | $ | (0.20) | |
| | | | | | | |
| Weighted-average Class A common stock outstanding | | | | | | | |
| Basic and diluted | 58,986 | | | 58,986 | | | | | 58,986 | |
See notes to unaudited pro forma consolidated financial statements
SOLO BRANDS, INC.
Unaudited Pro Forma Consolidated Statements of Operations and Comprehensive Income (Loss)
For the Year Ended December 31, 2024
| | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands, except per unit data) | As Reported | | Pro Forma Adjustments | | Notes | | Pro Forma |
| Net sales | $ | 454,550 | | | $ | — | | | | | $ | 454,550 | |
| Cost of goods sold | 194,286 | | | 867 | | | E | | 195,153 | |
| Gross profit | 260,264 | | | (867) | | | | | 259,397 | |
| Operating expenses | | | | | | | |
| Selling, general & administrative expenses | 262,172 | | | (1,831) | | | F | | 260,341 | |
| Restructuring, contract termination and impairment charges | 136,099 | | | — | | | | | 136,099 | |
| Depreciation and amortization expenses | 25,702 | | | (249) | | | F | | 25,453 | |
| Other operating expenses | 10,909 | | | (61) | | | F | | 10,848 | |
| Total operating expenses | 434,882 | | | (2,141) | | | | | 432,741 | |
| Income (loss) from operations | (174,618) | | | 1,274 | | | | | (173,344) | |
| Non-operating (income) expense | | | | | | | |
| Interest expense, net | 14,004 | | | (5) | | | G | | 13,999 | |
| Other non-operating (income) expense | 528 | | | — | | | | | 528 | |
| Total non-operating (income) expense | 14,532 | | | (5) | | | | | 14,527 | |
| Income (loss) before income taxes | (189,150) | | | 1,279 | | | | | (187,871) | |
| Income tax expense (benefit) | (8,958) | | | — | | | H | | (8,958) | |
| Net income (loss) | (180,192) | | | 1,279 | | | | | (178,913) | |
| Less: net income (loss) attributable to noncontrolling interests | (66,836) | | | 474 | | | I | | (66,362) | |
| Net income (loss) attributable to Solo Brands, Inc. | $ | (113,356) | | | $ | 805 | | | | | $ | (112,551) | |
| | | | | | | |
| Other comprehensive income (loss) | | | | | | | |
| Foreign currency translation, net of tax | $ | (204) | | | $ | — | | | | | $ | (204) | |
| Comprehensive income (loss) | (180,396) | | | 1,279 | | | | | (179,117) | |
| Less: other comprehensive income (loss) attributable to noncontrolling interests | (66) | | | — | | | | | (66) | |
| Less: net income (loss) attributable to noncontrolling interests | (66,836) | | | 474 | | | | | (66,362) | |
| Comprehensive income (loss) attributable to Solo Brands, Inc. | $ | (113,494) | | | $ | 805 | | | | | $ | (112,689) | |
| | | | | | | |
| Net income (loss) per Class A common stock | | | | | | | |
| Basic and diluted | $ | (1.94) | | | $ | 0.01 | | | | | $ | (1.93) | |
| | | | | | | |
| Weighted-average Class A common stock outstanding | | | | | | | |
| Basic and diluted | 58,388 | | | 58,388 | | | | | 58,388 | |
See notes to unaudited pro forma consolidated financial statements
SOLO BRANDS, INC.
Notes to Unaudited Pro Forma Consolidated Financial Statements
The following adjustments have been reflected in the unaudited pro forma condensed consolidated financial statements:
A - Adjustment reflects the reduction in Cash and cash equivalents, as a result of the net payment made by the Seller to the Buyers in the Transaction.
B - Adjustment reflects the reduction in Property and equipment, net, as a result of the transfer of the assets related to the TerraFlame business to the Buyers.
C - Adjustment reflects the reduction in Accrued expenses and other current liabilities and Other non-current liabilities, as a result of the cancellation of the contingent liability owed to the Buyers in connection with the Seller’s acquisition of TerraFlame in May 2023.
D - Adjustment reflects the reduction in Retained earnings, as a result of the loss arising from the Transaction.
E - Adjustment reflects the increase in Cost of goods sold, as the result of the operation of the Supplier Agreement in lieu of owned manufacturing.
F - Adjustment reflects the reduction of operating expenses which were specific to TerraFlame for the periods presented.
G - Adjustment reflects the reduction of non-operating expenses which were specific to TerraFlame for the periods presented.
H - No income tax adjustment has been made to the unaudited pro forma condensed consolidated statement of operations as the tax benefit for the expected tax loss on disposition would not be realized based on the Company’s existing U.S. valuation allowance position.
I - Adjustment reflects the increase (decrease) in the noncontrolling interest proportionate share of net income (loss).