Form 8-K - Current report

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): September 11, 2023

_____________________________

Blue Apron Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

_____________________________

Delaware

001-38134

81-4777373

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)



28 Liberty Street New York, New York						10005
(Address of Principal Executive Offices)						(Zip Code)

(347) 719-4312

(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 (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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock, $0.0001 par value per share

APRN

New York Stock Exchange LLC

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. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 11, 2023, Blue Apron Holdings, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, notified the New York Stock Exchange (the “NYSE”) of its intention to voluntarily withdraw the listing of its Class A Common Stock, $0.0001 par value per share, from the NYSE and transfer the listing of the Class A Common Stock to The Nasdaq Stock Market LLC (“Nasdaq”).

The Company expects that listing and trading of its Class A Common Stock on the NYSE will end at market close on or about September 22, 2023, and that trading will begin on Nasdaq at market open on or about September 25, 2023.

The Class A Common Stock has been approved for listing on Nasdaq, where it will continue to trade under the stock symbol, “APRN.”

Item 7.01 Regulation FD Disclosure.

On September 11, 2023, the Company issued a press release in connection with the transfer of its Class A Common Stock to Nasdaq. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

In accordance with General Instruction B-2 of Form 8-K, the information set forth in or incorporated by reference into this Item 7.01 shall not be deemed to be “filed” for 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, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit						Description

99.1						Press Release of Blue Apron Holdings, Inc. dated September 11 , 2023.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.



	BLUE APRON HOLDINGS, INC.

Date: September 15, 2023	By:	/s/ Linda Findley
		Linda Findley
		President and Chief Executive Officer

Exhibit 99.1

Blue Apron Announces Transfer of Stock Listing to Nasdaq

Ticker Symbol to Remain “APRN”

New York, NY, September 11, 2023 – Blue Apron (NYSE: APRN) today announced its decision to voluntarily transfer its stock exchange listing to The Nasdaq Global Market (Nasdaq) from the New York Stock Exchange (NYSE). The Company expects that its common stock will cease listing on the NYSE at market close on September 22, 2023 and commence listing on Nasdaq on September 25, 2023, and will continue trading under the ticker symbol “APRN.”

“We are joining many of the world’s leading tech and e-commerce companies on Nasdaq,” said Linda Findley, Blue Apron’s President and Chief Executive Officer. “Our stock exchange move will allow us to benefit from the exchange’s cost-effective services as we continue to focus on delivering a high-quality product to our customers and maximizing value for our shareholders.”

“We are delighted to welcome Blue Apron, a strong brand, to the Nasdaq family of listed companies and look forward to supporting their continued growth and focus on shareholder value,” said Karen Snow, Nasdaq’s Global Head of Listings.

About Blue Apron

Blue Apron’s vision is Better Living Through Better Food™. Launched in 2012, Blue Apron offers fresh, chef-designed meals that empower home cooks to embrace their culinary curiosity, challenge their abilities in the kitchen and see what a difference cooking quality food can make in their lives. Blue Apron is focused on bringing incredible recipes to its customers, deepening its commitment to its employees, continuing to reduce food and packaging waste, and addressing its carbon impact. Visit www.blueapron.com to learn more.

Forward Looking Statements

This press release includes statements concerning Blue Apron and its future expectations, plans and prospects that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these terms or other similar expressions. The forward-looking statements in this press release are only predictions. Blue Apron has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions including, without limitation, the risks described in Blue Apron’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (SEC) on March 16, 2023, Blue Apron’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed with the SEC on May 4, 2023, Blue Apron’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed with the SEC on August 9, 2023 and in other filings that Blue Apron may make with the SEC in the future. Blue Apron assumes no obligation to update any forward-looking statements contained in this press release, whether as a result of any new information, future events, or otherwise.

Contact

Muriel Lussier

Blue Apron

muriel.lussier@blueapron.com

Cover	Sep. 11, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 11, 2023
Entity Registrant Name	Blue Apron Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38134
Entity Tax Identification Number	81-4777373
Entity Address, Address Line One	28 Liberty Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10005
City Area Code	347
Local Phone Number	719-4312
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	APRN
Security Exchange Name	NYSE
Amendment Flag	false
Entity Central Index Key	0001701114
Entity Emerging Growth Company	false