BARK Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$BARK
Other Specialty Stores
Consumer Discretionary
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 Earliest Event Reported):
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Zip Code) | ||||||||||||||
| (Address of Principal Executive Offices) | ||||||||||||||
(855 ) 501-2275
(Registrant’s telephone number, including area code)
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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).
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Item 3.03 Material Modifications to Rights of Security Holders.
The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 1, 2026, BARK, Inc., a Delaware corporation (the “Company”), effected a one-for-twenty (1:20) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.0001 (the “Common Stock”). As previously disclosed, at the annual meeting of stockholders of the Company held on March 25, 2026, the stockholders of the Company approved an amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”) to effect, at the discretion of the Company’s Board of Directors (the “Board”), a reverse stock split at a ratio in the range of one-for-two (1:2) to one-for-thirty (1:30), with such ratio to be subsequently determined in the discretion of the Board. Pursuant to such authority granted by the Company’s stockholders, the Board approved the Reverse Stock Split at a ratio of one-for-twenty (1:20) and the Company filed the Amendment with the Secretary of State of the State of Delaware, which became effective at 12:01 a.m. Eastern Time on April 1, 2026 (the “Effective Time”).
In connection with the Reverse Stock Split, the number of shares available for issuance under the Barkbox, Inc. 2011 Stock Incentive Plan (the “2011 Plan”) and The Original BARK Company 2021 Equity Incentive Plan (the “2021 Plan”, and together with the 2011 Plan, the “Incentive Plans”) and The Original BARK Company 2021 Employee Stock Purchase Plan (the “2021 ESPP”, and together with the Incentive Plans, the “Stock Plans”) were decreased proportionately. Additionally, the number of shares subject to any outstanding awards under the Stock Plans, and the exercise price, grant price or purchase price relating to any such awards under the Stock Plans, were proportionately adjusted to reflect the Reverse Stock Split.
All outstanding warrants to purchase shares of the Company’s Common Stock were proportionately adjusted in accordance with the respective warrant agreements to reflect the Reverse Stock Split, including the number of shares purchasable upon exercise of such warrants and/or their exercise prices.
The number of authorized shares of the Common Stock remained at 500 million shares. No fractional shares were issued in connection with the Reverse Stock Split and any fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole share. Stockholders who otherwise would be entitled to receive fractional shares will receive a cash payment in lieu of such fractional shares.
On April 1, 2026, the Common Stock began trading on the New York Stock Exchange on a split-adjusted basis under the existing symbol “BARK”. The foregoing description is qualified in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |||||||
| 3.1 | ||||||||
| 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.
| BARK, Inc. | |||||
| By: | /s/ Allison Koehler | ||||
| Name: Allison Koehler | |||||
| Title: Chief Legal Officer | |||||
Date: April 2, 2026