Allbirds Inc.
06/15/2026 | Press release | Distributed by Public on 06/15/2026 14:02
Asset Transaction (Form 8-K)
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously announced, on March 29, 2026, the Company and Allbirds IP LLC, a Delaware limited liability company affiliated with American Exchange Group (the "Purchaser"), entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") pursuant to which the Purchaser would (i) acquire the Company's assets relating to its footwear business, including those related to intellectual property assets (including global trademarks, trade names, copyrights, patents, domain names, social media accounts, customer lists, and related IP), inventory, wherever located, accounts receivable, assigned contracts, including license and franchise agreements, transition assets, prepaid expenses, goodwill and other assets (as defined in the Asset Purchase Agreement, the "Purchased Assets"), and (ii) assume certain liabilities, including those related to accounts payable, certain scheduled current liabilities, and intellectual property transfer costs and expenses, subject to certain exceptions (collectively, the foregoing, the "Asset Sale").
On June 9, 2026, the Company and the Purchaser consummated the closing of the transactions contemplated by the Asset Sale (the "Closing").
At the Closing, the aggregate consideration received by the Company in connection with the Asset Sale was $40.7 million in cash (the "Purchase Price"), as adjusted to reflect the purchase price adjustments set forth in the Asset Purchase Agreement and the release of $2.0 million in cash from the Deposit Amount. $3.0 million of the Purchase Price was deposited into an escrow account (the "Escrow Fund"), which Escrow Fund will serve as the primary source of recovery for (i) any negative purchase price adjustment under the Asset Purchase Agreement, and (ii) any inaccuracy in the Surviving Representations (as defined therein) for a period of 60 days following the Closing.
The foregoing description of the Asset Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which was previously filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on March 31, 2026, and incorporated herein by reference.
Item 8.01 Other Events.
As previously disclosed, the Company intends to make a distribution, in the form of a special dividend, to stockholders of record of a portion of the proceeds from the Asset Sale (such special dividend, the "Asset Sale Dividend"). The board of directors of the Company has established June 25, 2026, as the record date for the stockholders of the Company entitled to receive the Asset Sale Dividend, with the payment of the Asset Sale Dividend to occur within 60 days of such record date.
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