Allbirds Inc.
06/10/2026 | Press release | Distributed by Public on 06/10/2026 14:03
Private Placement (Form 8-K)
Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, on April 14, 2026, Allbirds, Inc., a Delaware public benefit corporation (the "Company") entered into a Securities Purchase Agreement (as subsequently amended, the "Purchase Agreement"), pursuant to which the Company agreed to issue and sell senior secured convertible notes in an aggregate original principal amount of up to $50.0 million (the "Convertible Notes"), convertible into shares of the Company's Class A common stock (the "Facility").
On June 4, 2026, the Company sold $5.0 million in aggregate principal amount of Convertible Notes. The Convertible Notes were offered and sold in reliance on the exemption from registration provided by Rule 506(b) of the Securities Act of 1933, as amended. The $5.0 million is inclusive of the $2.0 million that was subject to the approval of the Nasdaq Proposal (as such term is defined in that certain definitive Proxy Statement filed by the Company with the Securities and Exchange Commission on May 8, 2026). An aggregate principal amount of $41.75 million in Convertible Notes remains available to be sold under the Facility at the option of the holders of the Convertible Notes.
The net proceeds from this tranche of the Convertible Notes are anticipated to be used for general corporate purposes and working capital.
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