BBBY Bed Bath and Beyond Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

650 Liberty Avenue, Union, New Jersey

(Address of principal executive offices)

07083

(Zip Code)

(908) 688-0888

(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:

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. ☐

In addition, the Fourth Amendment requires that the Company establishes reserves related to the equity proceeds received.

As of the date of this Current Report on Form 8-K, the conditions detailed above and contained in the Fourth Amendment have been met as of the date required. The Company can provide no assurance that it will be able to meet the conditions on future dates. The failure to meet these conditions would likely cause the Company to file for bankruptcy.

The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 30, 2023 and incorporated herein by reference.

Reverse Stock Split

On or about April 5, 2023, the Company first mailed to its shareholders a notice of special meeting and a definitive proxy statement reflecting the proposals to be presented to shareholders at a Special Meeting of Shareholders of the Company (the “Special Meeting”). At the Special Meeting, shareholders will be asked to consider a proposal to effect a reverse stock split (the “Reverse Stock Split Proposal”) of the Company’s common stock at a ratio in the range of 1-for-10 to 1-for-20, with such ratio to be determined at the discretion of the Board (the “Reverse Stock Split”). Although the Board expects that the contemplated Reverse Stock Split will result in an initial increase in the price of our common stock, the sustained effect of the contemplated reverse stock split on the market price of our common stock cannot be predicted with certainty. Factors such as our financial results, market conditions and the market perception of our business, may adversely affect the market price of our common stock notwithstanding the approval of the contemplated Reverse Stock Split, including the Equity Requirements described above. The Company needs to raise equity capital to have the necessary cash resources to fund operations and service obligations under our Credit Agreement. Since March 30, 2023, while the Company has directed the sales of its common stock pursuant to the ATM Agreement, the market price of our common stock has decreased from $0.80 on the day immediately preceding the announcement of the ATM Agreement to $0.3092 on April 6, 2023. A declining market price of our common stock will decrease the amount of net cash proceeds the Company may raise pursuant to the ATM Agreement in light of the limited amount of shares of common stock available for issuance by the Company. In addition, the continuous sale of common stock by the Company pursuant to the Purchase Agreement and the resale of that common stock into the market may also adversely affect the market price of our common stock following the contemplated Reverse Stock Split. The continued downward pressure on the market price of our common stock may adversely affect the amount of net cash proceeds raised by the Company under the Purchase Agreement. As a result, a declining market price of our common stock may raise the likelihood of the occurrence of an Event of Default pursuant to our Amended Credit Agreement if we fail to raise sufficient net cash proceeds to meet the Equity Requirements. Lenders under the Credit Agreement may exercise remedies against the collateral securing our obligations thereunder, all of which would have a material adverse effect on our business, financial condition, results of operations and liquidity. In such an event, we would likely be required to file for bankruptcy protection unless we obtain access to sufficient capital resources to satisfy our payment obligations under the Company’s credit facilities. Holders of our common stock would not receive any recovery at all in a bankruptcy scenario.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 21E of the Exchange Act, including, but not limited to, our progress and anticipated progress towards our long-term objectives and our turnaround plan, as well as more generally the status of our future liquidity and financial condition. Many of these forward-looking statements can be identified by use of words such as “may,” “will,” “expect,” “anticipate,” “approximate,” “estimate,” “assume,” “continue,” “model,” “project,” “plan,” “goal,” “preliminary,” and similar words and phrases, although the absence of those words does not necessarily mean that statements are not forward-looking. Our actual results and future financial condition may differ materially from those expressed in any such forward-looking statements as a result of many factors. Such factors include, without limitation: our ability to use proceeds from the ATM Agreement to pay down our outstanding obligations under our Amended Credit Agreement and operate our business, risks related to the failure to receive the full amount of the gross proceeds from the ATM Agreement, which we expect will likely force us to file for bankruptcy protection, the ability to obtain shareholder approval of a Reverse Stock Split Proposal, which is required to enable the Company to make use of the Purchase Agreement, our ability to deliver and execute on our turnaround plan, our potential need to seek additional strategic alternatives, including restructuring or refinancing of our debt, seeking additional debt or equity capital, reducing or delaying our business activities and strategic initiatives, or selling assets, other strategic transactions and/or other measures, including obtaining relief under the U.S. Bankruptcy Code, and the terms, value and timing of any transaction resulting from that process, our ability to finalize or fully execute actions and steps that would be probable of mitigating the existence of “substantial doubt” regarding our ability to continue as a going concern, our ability to increase cash flow to support our operating activities and fund our obligations and working capital needs; general economic conditions including supply chain disruptions, labor shortages, wage pressures, rising inflation and the ongoing military conflict between Russia and Ukraine; challenges related to our relationships with our suppliers, the failure of our suppliers to supply us with the necessary volume and types of products; the impact of cost-savings measures; our inability to generate sufficient cash to service all of our indebtedness or our ability to access additional capital; changes to our credit rating or the terms on which vendors or others will provide us credit; the impact of strategic changes, including the reaction of customers to such changes; a challenging overall macroeconomic environment and a highly competitive retailing environment; changing consumer preferences, spending habits and demographics; demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by us; challenges in executing our omni-channel and transformation strategy, including our ability to establish and profitably maintain the appropriate mix of digital and physical presence in the markets we serve; our ability to successfully execute our store fleet optimization strategies, including our ability to achieve anticipated cost savings and to not exceed anticipated costs; disruptions to our information technology systems, including but not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity attacks; damage to our reputation in any aspect of our operations; the cost of labor, merchandise, logistical costs and other costs and expenses; potential supply chain disruption due to trade restrictions or otherwise, and other factors such as natural disasters, pandemics, including the COVID-19 pandemic, political instability, labor disturbances, product recalls, financial or operational instability of suppliers or carriers and other items; inflation and the related increases in costs of materials, labor and other costs, inefficient management of relationships and dependencies on third-party service providers; our ability to attract and retain qualified employees in all areas of the organization; unusual weather patterns and natural disasters, including the impact of climate change, uncertainty and disruptions in financial markets; volatility in the price of our common stock and its effect, and the effect of other factors, on our capital allocation strategy; changes to statutory, regulatory and other legal requirements or deemed noncompliance with such requirements, changes to accounting rules, regulations and tax laws or new interpretations of existing accounting standards or tax laws, new, or developments in existing, litigation, claims or assessments; and a failure of our business partners to adhere to appropriate laws, regulations or standards. Except as required by law, we do not undertake any obligation to update our forward-looking statements. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. These assumptions could prove inaccurate.

Any forward-looking statement we make in this Current Report or elsewhere speaks only as of the date on which we make it. The risks identified above are not exhaustive, and you should be aware that there may be other risks that could adversely affect our business and financial performance. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. In any event, these and other important factors may cause actual results to differ materially from those indicated by our forward-looking statements. We have no duty, and do not intend, to update or revise the forward-looking statements we make in this report or elsewhere,

except as may be required by law. In light of these risks and uncertainties, you should keep in mind that the future events or circumstances described in any forward-looking statement we make in this report or elsewhere might not occur.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sales would be unlawful prior to registration or qualification under the securities laws of any such state.