| Prospectus Supplement No. 1 |
Filed pursuant to Rule 424(b)(3) |
| (To Prospectus dated December 31, 2024) |
Registration No. 333-282664 |
THE CHILDREN’S PLACE,
INC.
This is Prospectus
Supplement No. 1 (this “Prospectus Supplement”) to our Prospectus, dated December 31, 2024 (the “Prospectus”),
relating to the distribution by The Children’s Place, Inc. (the “Company”) at no charge to the holders of
our common stock, par value $0.10 per share (the “Common Stock”), on a pro rata basis, of non-transferable subscription
rights to purchase up to an aggregate of 9,230,769 shares of our Common Stock at a subscription price of $9.75 per whole share, payable
by each rights holder (i) in cash, (ii) by delivery in lieu of cash of an equivalent amount of any indebtedness for borrowed
money (principal and/or accrued and unpaid interest) owed by the Company to such rights holder, or (iii) by delivery of a combination
of cash and such indebtedness. Terms used but not defined in this Prospectus Supplement have the meanings ascribed to them in the Prospectus.
We have attached
to this Prospectus Supplement our Current Report on Form 8-K filed on December 31, 2024. The attached information updates and supplements,
and should be read together with, the Prospectus, as supplemented from time to time.
Exercising
the subscription rights and investing in our Common Stock involves significant
risks. We urge you to read carefully the entirety of the Prospectus, including the section titled “Risk Factors” beginning
on page 11 of the Prospectus, the section titled “Risk Factors” of the Company’s Annual Report on Form 10-K filed on
May 6, 2024 and in our Quarterly Reports on Form 10-Q for the fiscal quarters ended May 4, 2024, August 3, 2024 and November 2, 2024,
and all other information included or incorporated by reference in the Prospectus before you decide whether to exercise your rights.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy
or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.
The date of
this Prospectus Supplement is December 31, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
December 31, 2024
| THE CHILDREN’S PLACE, INC. |
| (Exact Name of Registrant as Specified in Charter) |
| |
| Delaware |
| (State or Other Jurisdiction of Incorporation) |
| 0-23071 |
31-1241495 |
| (Commission File Number) |
(IRS Employer Identification No.) |
| |
|
| 500 Plaza Drive, Secaucus, New Jersey |
07094 |
| (Address of Principal Executive Offices) |
(Zip Code) |
| (201) 558-2400 |
| (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
(see General Instruction A.2. below):
| |
¨ |
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)) |
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 (§240.12-b-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 pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section
12(b) of the Act:
|
Title of each class |
Trading
Symbol(s) |
Name of each exchange on
which registered |
| Common Stock, $0.10 par value |
PLCE |
NASDAQ Global Select Market |
Item 7.01 Regulation FD Disclosure.
On December 31,
2024, The Children’s Place, Inc. (the “Company”) issued a press release announcing the launch of the rights offering
described below in Item 8.01. A copy of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
In
accordance with General Instruction B.2 of Form 8-K, the information under this Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liability 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, except as shall be expressly set forth by specific reference
in such a filing.
Item 8.01 Other Events.
On December 31,
2024, the Company commenced its previously announced rights offering (the “Rights Offering”) to purchase up to $90,000,000
in shares of the Company’s common stock, representing 9,230,769 shares of the Company’s common stock in the aggregate.
The
Rights Offering is being made pursuant to the Company’s registration statement (including a prospectus) on Form S-1 that was filed
with the United States Securities and Exchange Commission (the “SEC”) and declared effective on December 31, 2024, and a prospectus
filed with the SEC on December 31, 2024. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an
offer to buy any securities of the Company, nor shall there be any offer, solicitation or sale of any securities of the Company in any
state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction.
The Rights Offering will be made only by means of a prospectus. Additional information regarding the Rights Offering is set forth in the
prospectus. Copies of the prospectus, when it becomes available, will be distributed to eligible stockholders as of the Record
Date and may also be obtained free of charge at the website maintained by the SEC at www.sec.gov, or by contacting D.F. King &
Co., Inc., the information agent for the Rights Offering, at (888) 567-1626.
Item 9.01 Financial
Statement and Exhibits.
Forward-Looking Statements
This
Current Report on Form 8-K, including Exhibit 99.1, contains or may contain forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the Company’s
Rights Offering, including the size, timing, subscription price, anticipated proceeds therefrom and the use of such proceeds.
Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,”
“plan,” “project,” “expect,” “anticipate,” “estimate” and similar words, although
some forward-looking statements are expressed differently. These forward-looking statements are based upon the Company’s current
expectations and assumptions and are subject to various risks and uncertainties that could cause actual results and performance to differ
materially. Some of these risks and uncertainties are described in the Company’s filings with the Securities and Exchange Commission,
including in the “Risk Factors” sections of its annual report on Form 10-K for the fiscal year ended February 3, 2024 and
of the Registration Statement. Included among the risks and uncertainties that could cause actual results and performance to differ materially
are the risk that the Company will be unable to achieve operating results at levels sufficient to fund and/or finance the Company’s
current level of operations and repayment of indebtedness, the risk that the Company will be unsuccessful in gauging fashion trends and
changing consumer preferences, the risks resulting from the highly competitive nature of the Company’s business and its dependence
on consumer spending patterns, which may be affected by changes in economic conditions (including inflation), the risk that changes in
the Company’s plans and strategies with respect to pricing, capital allocation, capital structure, investor communications and/or
operations may have a negative effect on the Company’s business, the risk that the Company’s strategic initiatives to increase
sales and margin, improve operational efficiencies, enhance operating controls, decentralize operational authority and reshape the Company’s
culture are delayed or do not result in anticipated improvements, the risk of delays, interruptions, disruptions and higher costs in the
Company’s global supply chain, including resulting from disease outbreaks, foreign sources of supply in less developed countries,
more politically unstable countries, or countries where vendors fail to comply with industry standards or ethical business practices,
including the use of forced, indentured or child labor, the risk that the cost of raw materials or energy prices will increase beyond
current expectations or that the Company is unable to offset cost increases through value engineering or price increases, various types
of litigation, including class action litigations brought under securities, consumer protection, employment, and privacy and information
security laws and regulations, the imposition of regulations affecting the importation of foreign-produced merchandise, including duties
and tariffs, risks related to the existence of a controlling shareholder, the uncertainty of weather patterns, the risk that the Rights
Offering is ultimately not consummated, the financial and operating performance of the Company following the Rights Offering, and the
other factors detailed in the Company’s Registration Statement filed on Form S-1 (Registration No. 333-282664) and related prospectus,
as well as other risks discussed in the Company’s filings with the SEC from time to time. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligation to
release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
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.
Date: December 31, 2024
| |
THE CHILDREN’S PLACE, INC. |
| |
|
| |
|
|
| |
By: |
/s/ Jared Shure |
| |
Name: |
Jared Shure |
| |
Title: |
Chief Administrative Officer, General Counsel & Corporate Secretary |
Exhibit
99.1
THE CHILDREN’S PLACE, INC.
ANNOUNCES COMMENCEMENT OF RIGHTS OFFERING
SECAUCUS, N.J., December
31, 2024 — The Children’s Place, Inc. (Nasdaq: PLCE) (the “Company”), an omni-channel children’s
specialty portfolio of brands, today announced that it has commenced its previously announced rights offering (the “Rights Offering”)
to purchase up to $90,000,000 in shares of the Company’s common stock, representing 9,230,769 shares of the Company’s common
stock in the aggregate.
The Company is distributing
to its stockholders as of the close of business on December 13, 2024, the record date (the “Record Date”), on
a pro rata basis, non-transferable subscription rights to purchase up to an aggregate of 9,230,769 shares of the Company’s
common stock at a subscription price of $9.75 per whole share, payable by each rights holder (i) in cash, (ii) by delivery in
lieu of cash of an equivalent amount of any indebtedness for borrowed money (principal and/or accrued and unpaid interest) owed by the
Company to such rights holder, or (iii) by delivery of a combination of cash and such indebtedness. The Company is offering to each
stockholder one non-transferable subscription right for each full share of common stock owned by that stockholder as of the close of business
on the Record Date.
With the basic subscription
rights, rights holders may purchase 0.7220 shares of the Company’s common stock per subscription right. Additionally, rights holders
who fully exercise their basic subscription rights will be entitled to subscribe for additional shares of common stock that remain unsubscribed
as a result of any unexercised basic subscription rights (the “over-subscription privilege”). The over-subscription
privilege allows a rights holder to subscribe for additional shares of common stock at the subscription price of $9.75 per whole share.
If there are an insufficient number of shares of common stock available to fully satisfy the over-subscription requests of rights holders,
whether due to all holders exercising their basic subscription rights in full, or due to over-subscription requests exceeding the number
of shares not purchased by other holders of subscription rights under their basic subscription rights, rights holders who exercised their
over-subscription privilege will receive the available shares of Common Stock pro rata based on the number of shares of common
stock each rights holder subscribed for under the basic subscription right.
No fractional shares of common
stock will be issued upon the exercise of subscription rights in the Rights Offering. Any fractional shares of common stock created by
the exercise of subscription rights will be rounded down to the nearest whole share. Any excess subscription payments will be returned
in the manner and form in which such payments were made.
The Rights Offering subscription
period will expire at 5:00 p.m., New York City time, on January 31, 2025, unless extended by the Company in its sole discretion.
The subscription rights are
non-transferable, except that the subscription rights will be transferable by operation of law. The rights will not be listed for trading
on the Nasdaq Global Select Market (“Nasdaq”) or any other stock exchange or market. The shares of the Company’s
common stock are listed on Nasdaq under the symbol “PLCE”.
The Company expects that the
rights certificates and copies of the prospectus for the Rights Offering will be mailed to holders of record of common stock as of the
Record Date on or after the date of the prospectus. Holders of shares of common stock in “street name” through a brokerage
account, dealer, custodian bank, or other nominee will not receive a physical rights certificate and must instruct their broker, dealer,
custodian bank, or other nominee whether or not to exercise subscription rights on their behalf.
All
questions regarding the Rights Offering, and all requests for additional copies of the prospectus or other relevant documents, should
be directed to D.F. King & Co., Inc., the information agent for the Rights Offering, by calling it toll-free at (888) 567-1626.
Neither the Company nor its
Board of Directors is making any recommendation to stockholders as to whether to exercise their rights in the Rights Offering. Stockholders
should make an independent investment decision about whether to exercise their rights based on their own assessment of their best interests
and of the Company’s business and financial condition, its prospects for the future, the terms of the Rights Offering and the information
contained in, or incorporated by reference in, the prospectus, as it may be supplemented from time to time.
The
Company intends to use net cash proceeds of the Rights Offering first (to the extent required by its Amended and Restated Credit
Agreement, dated as of May 9, 2019, with the lenders party thereto (as amended from time to time, the “Credit Agreement”))
to make a prepayment of the indebtedness outstanding under the Credit Agreement and thereafter for general operating, working capital
and other corporate purposes, which, if so determined by the Company, may include additional reduction of the Company’s indebtedness.
The Rights Offering is being
made pursuant to the Company’s registration statement (including a prospectus) on Form S-1 that was filed with the United States
Securities and Exchange Commission (the “SEC”) and declared effective on December 31, 2024, and a prospectus filed
with the SEC on December 31, 2024. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities
of the Company, nor shall there be any offer, solicitation or sale of any securities of the Company in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction. The Rights Offering will be
made only by means of a prospectus. Copies of the prospectus, when it becomes available, will be distributed to eligible stockholders
as of the Record Date and may also be obtained free of charge at the website maintained by the SEC at www.sec.gov, or by contacting D.F.
King & Co., Inc., the information agent for the Rights Offering, at (888) 567-1626.
About The Children’s Place
The Children’s Place is an omni-channel
children’s specialty portfolio of brands. Its global retail and wholesale network includes two digital storefronts, more than 500
stores in North America, wholesale marketplaces and distribution in 15 countries through six international franchise partners. The Children’s
Place designs, contracts to manufacture, and sells fashionable, high-quality apparel, accessories and footwear predominantly at value
prices, primarily under its proprietary brands: “The Children’s Place”, “Gymboree”, “Sugar & Jade”,
and “PJ Place”. For more information, visit: www.childrensplace.com and www.gymboree.com, as well as the Company’s social
media channels on Instagram, Facebook, X, formerly known as Twitter, YouTube and Pinterest.
Forward Looking Statements
This press release contains
or may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995, including, but not limited to, statements relating to the Company’s Rights Offering, including the size, timing,
subscription price, anticipated proceeds therefrom and the use of such proceeds. Forward-looking statements typically are identified
by use of terms such as “may,” “will,” “should,” “plan,” “project,”
“expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements
are expressed differently. These forward-looking statements are based upon the Company’s current expectations and assumptions
and are subject to various risks and uncertainties that could cause actual results and performance to differ materially. Some of
these risks and uncertainties are described in the Company’s filings with the Securities and Exchange Commission, including in
the “Risk Factors” sections of its annual report on Form 10-K for the fiscal year ended February 3, 2024 and of the
Registration Statement. Included among the risks and uncertainties that could cause actual results and performance to differ
materially are the risk that the Company will be unable to achieve operating results at levels sufficient to fund and/or finance the
Company’s current level of operations and repayment of indebtedness, the risk that the Company will be unsuccessful in gauging
fashion trends and changing consumer preferences, the risks resulting from the highly competitive nature of the Company’s
business and its dependence on consumer spending patterns, which may be affected by changes in economic conditions (including
inflation), the risk that changes in the Company’s plans and strategies with respect to pricing, capital allocation, capital
structure, investor communications and/or operations may have a negative effect on the Company’s business, the risk that the
Company’s strategic initiatives to increase sales and margin, improve operational efficiencies, enhance operating controls,
decentralize operational authority and reshape the Company’s culture are delayed or do not result in anticipated improvements,
the risk of delays, interruptions, disruptions and higher costs in the Company’s global supply chain, including resulting from
disease outbreaks, foreign sources of supply in less developed countries, more politically unstable countries, or countries where
vendors fail to comply with industry standards or ethical business practices, including the use of forced, indentured or child
labor, the risk that the cost of raw materials or energy prices will increase beyond current expectations or that the Company is
unable to offset cost increases through value engineering or price increases, various types of litigation, including class action
litigations brought under securities, consumer protection, employment, and privacy and information security laws and regulations,
the imposition of regulations affecting the importation of foreign-produced merchandise, including duties and tariffs, risks related
to the existence of a controlling shareholder, the uncertainty of weather patterns, the risk that the Rights Offering is ultimately
not consummated, the financial and operating performance of the Company following the Rights Offering, and the other factors
detailed in the Company’s Registration Statement filed on Form S-1 (Registration No. 333-282664) and related prospectus, as
well as other risks discussed in the Company’s filings with the SEC from time to time. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no
obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
The Children’s Place Contact:
Investor Relations (201) 558-2400 ext. 14500
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