SBDS 8-K
Solo Brands, Inc. (SBDS)
8-K
2025-07-08
For: 2025-07-08
View Original
Added on
April 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): July 8, 2025
(Exact Name of Registrant as Specified in its Charter)
Commission File Number 001-40979
| State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. | ||||||||||
| Address of Principal Executive Offices | Zip Code | ||||||||||
(817 ) 900-2664
Registrant’s Telephone Number, Including Area Code
N/A
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 the 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Following approval by the stockholders of Solo Brands, Inc. (the “Company”) at the annual meeting of stockholders held on May 23, 2025, the Board of Directors of the Company approved the implementation of a 1-for-40 reverse stock split (the “Reverse Stock Split”) of the Company’s Class A common stock, par value $0.001 per share, and Class B common stock, par value $0.001 per share (together, the “Common Stock”). The Reverse Stock Split will be effective as of 5:00 p.m., Eastern time, on July 8, 2025 (the “Effective Time”), with shares of Class A common stock expected to be quoted on the OTC Pink Market on a split-adjusted basis at market open on or about July 9, 2025.
In connection with the above implementation, on July 8, 2025, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. Pursuant to the Certificate of Amendment, effective as of the Effective Time, every forty shares of Class A common stock and every forty shares of Class B common stock issued and outstanding immediately prior to the Effective Time (including treasury shares), will be automatically reclassified and combined into one validly issued, fully-paid and nonassessable share of Class A common stock or Class B common stock, respectively, subject to the treatment of fractional shares. The Company’s stockholders who would have otherwise been entitled to a fractional share of Common Stock in the Reverse Stock Split will receive a cash payment (without interest) in lieu thereof, as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2025.
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Class A common stock is currently quoted for trading on the OTC Pink Market. The Reverse Stock Split is part of the Company’s efforts to restore compliance with the New York Stock Exchange (the “NYSE”) listing standards. As previously announced, on May 6, 2025, the Company formally appealed the decision of the staff of the NYSE Regulation to delist the Company’s Class A common stock from the NYSE. There is no guarantee that the Company will be successful in its efforts to resume trading or remain listed on the NYSE.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description of Exhibits | ||||
| 3.1 | |||||
| 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: | July 8, 2025 | By: | /s/ Laura Coffey | ||||||||
| Laura Coffey | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SOLO BRANDS, INC.
Solo Brands, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST: That resolutions were duly adopted by the Board of Directors of the Corporation recommending and declaring advisable that the Amended and Restated Certificate of Incorporation of the Corporation be amended and that such amendment be submitted to the stockholders of the Corporation for their consideration, as follows:
RESOLVED, that paragraph (b) of Section 4.1 of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation, as amended and/or restated to date, be amended and restated in its entirety to read as follows:
“(b) That, effective as of 5:00 p.m. Eastern Time on the date this Certificate of Amendment of Amended and Restated Certificate of Incorporation is filed with the Office of the Secretary of State of the State of Delaware (the “RSS Effective Time”), a one-for-forty reverse stock split of the Corporation’s Common Stock shall become effective, pursuant to which each forty shares of Class A Common Stock and Class B Common Stock, as applicable, outstanding and held of record by each stockholder of the Corporation (including treasury shares) immediately prior to the RSS Effective Time shall be reclassified and combined into one validly issued, fully-paid and nonassessable share of Class A Common Stock or Class B Common Stock, respectively, automatically and without any action by the holder thereof upon the RSS Effective Time and shall represent one share of Class A Common Stock or Class B Common Stock, as applicable, subject to the treatment of fractional share interests as described below, from and after the RSS Effective Time (such reclassification and combination of shares, the “Reverse Stock Split”). The respective par value of the Class A Common Stock and Class B Common Stock following the Reverse Stock Split shall remain at $0.001 per share. No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split. In lieu thereof, (i) with respect to stockholders who would otherwise be entitled to a fractional share of Class A Common Stock, the Corporation’s transfer agent for the registered holders of shares of Common Stock shall aggregate all fractional shares of Class A Common Stock (the “Aggregated Fractional Shares”) and arrange for them to be sold as soon as practicable after the RSS Effective Time at the then-prevailing prices on the open market, on behalf of those stockholders who would otherwise be entitled to receive a fractional share of Class A Common Stock, and after the transfer agent’s completion of such sale, such stockholders shall receive a cash payment (without interest) from the
transfer agent in an amount equal to their respective pro rata share of the total net proceeds of that sale (the “Total Sale Proceeds”), and (ii) with respect to stockholders who would otherwise be entitled to a fractional share of Class B Common Stock, such stockholders shall receive a cash payment equal to such fraction multiplied by a price per share equal to the Total Sale Proceeds divided by the Aggregated Fractional Shares. Any stock certificate that, immediately prior to the RSS Effective Time, rep resented shares of Class A Common Stock or Class B Common Stock (an “Old Certificate”) shall thereafter, automatically and without the necessity of presenting the same for exchange, represent that number of shares of Class A Common Stock or Class B Common Stock, as applicable, into which the shares of Class A Common Stock or Class B Common Stock represented by the Old Certificate shall have been combined, subject to the payment of cash in lieu of fractional share interests as provided above.”
SECOND: That, at an annual meeting of stockholders of the Corporation, the aforesaid amendment was duly adopted by the stockholders of the Corporation.
THIRD: That, the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its General Counsel and Secretary on this 8th day of July, 2025.
SOLO BRANDS, INC.
By: /s/ Chris Blevins
Name: Chris Blevins
Title: General Counsel and Secretary