8-K
filed January 15, 2025, 6:59 PM ET
ticker VRM
CIK 0001580864
other material
confidence high
sentiment positive
materiality 0.95
Vroom, Inc. (VRM): going-concern / distress — Vroom emerges from Chapter 11; $290.5M convertible notes converted to equity; trade creditors paid in full
Vroom, Inc.
- Converted ~$290.5M principal of 0.75% convertible notes into 92.94% of new common stock; parent has no long-term debt.
- Every 5 old common shares reclassified into 1 new share (1-for-5 adjustment); ~5.16M shares outstanding post-emergence.
- Issued warrants to purchase 364,516 shares at $60.95 per share, exercisable immediately for 5 years.
- Matthew Pietroforte appointed to board of directors; management incentive plan reserves 15% of fully-diluted shares.
- Trade creditors and all allowed general unsecured creditors to be paid in full.
Key facts
Extracted from this filing and checked against the source text.
Distress & Bankruptcy
SEC 8-K Item 1.03
confidence 0.9
Vroom, Inc. entered chapter 11 in Bankruptcy Court.
- Proceeding
- chapter 11
- Court
- Bankruptcy Court
Exact text from the filing
The information set forth in the Introductory Note and Items 1.01, 1.02 and 3.02 of this Current Report on Form 8-K is incorporated herein by reference.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Matthew Pietroforte was appointed as Director at Vroom, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
On January 14, 2025 and pursuant to the terms of the Plan, as confirmed by the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, Matthew Pietroforte, was appointed as a member of the Board.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Vroom, Inc.: Amended and restated Certificate of Incorporation to effect Bankruptcy Emergence Issuance Adjustment and other changes (effective 2025-01-14).
- Change
- charter amendment
- Effective
- 2025-01-14
Exact text from the filing
the Board adopted (i) the Company’s Certificate of Incorporation to, among other changes to the Company’s prior amended and restated certificate of incorporation, effect the Bankruptcy Emergence Issuance Adjustment and (ii) the Amended and Restated Bylaws (the “Bylaws”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Vroom, Inc.: Adopted amended and restated Bylaws effective as of the Effective Date.
- Change
- bylaw amendment
Exact text from the filing
the Board adopted (i) the Company’s Certificate of Incorporation to, among other changes to the Company’s prior amended and restated certificate of incorporation, effect the Bankruptcy Emergence Issuance Adjustment and (ii) the Amended and Restated Bylaws (the “Bylaws”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Vroom, Inc. underwent a change of control (closed 2025-01-14).
- Action
- change of control
- Closing
- 2025-01-14
Exact text from the filing
On the Effective Date, all previously issued and outstanding equity interests in the Company were cancelled and extinguished. Pursuant to the Plan, holders of the Convertible Notes received 92.94% of the New Common Stock.
View on SEC.gov
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