--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-070106" form_type: "8-K" ticker: null cik: "0001701114" company_name: "Blue Apron Holdings, Inc." filed_at: "2023-06-12T23:59:59+00:00" generated_at: "2026-06-14T02:58:57.941408+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Blue Apron sells production facilities to FreshRealm for $28.5M; issues warrant for 19.9% of stock ## Summary - Sold production & fulfillment assets to FreshRealm for $28.5M cash, less $3.5M seller note; up to $4M earnout conditional on milestones. - Executed 10-year exclusive production & fulfillment agreement; FreshRealm to be sole meal-kit supplier. - Issued warrant for 1,268,574 shares (19.9% of outstanding) at $0.01/share; exercisable after 18-month lock-up. - Chief Supply Chain Officer Chris Halkyard terminated; transitioned to FreshRealm. CTO Irina Krechmer to resign by Sep. 30. - Stockholders approved reverse stock split (1-for-5 to 1-for-20) and elected four directors. ## SEC filing metadata - accession: 0001104659-23-070106 - form_type: 8-K - cik: 0001701114 - company_name: Blue Apron Holdings, Inc. - filed_at: 2023-06-12T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 2.05, 2.06, 3.02, 5.02, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1701114/000110465923070106/0001104659-23-070106-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1701114/000110465923070106/tm2318360d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-070106 - JSON: https://secwatch.observer/filing/0001104659-23-070106.json - Plain text: https://secwatch.observer/filing/0001104659-23-070106.txt ## Key facts - Executive change Chris Halkyard was terminated as Chief Supply Chain Officer at Blue Apron Holdings, Inc.. - Action: terminated - Role: Chief Supply Chain Officer source text: the employment of Chris Halkyard as the Company’s Chief Supply Chain Officer was terminated effective as of the Closing and FreshRealm agreed to offer to hire and employ Mr. Halkyard effective as of the date immediately following the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923070106/0001104659-23-070106-index.htm - Executive change Irina Krechmer departed as Chief Technology Officer at Blue Apron Holdings, Inc.. - Action: resign - Role: Chief Technology Officer source text: the Company and Irina Krechmer mutually agreed that Ms. Krechmer would resign as the Company’s Chief Technology Officer by September 30, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923070106/0001104659-23-070106-index.htm - M&A Transactions Blue Apron Holdings, Inc. completed a disposition involving FreshRealm, Inc. for $28,500,000 (closed 2023-06-09). - Action: disposition - Counterparty: FreshRealm, Inc. - Consideration: $28,500,000 - Closing: 2023-06-09 source text: the Closing Date, and liabilities relating to the Excluded Assets. As consideration for the Transaction, at the Closing, FreshRealm paid to Blue Apron an amount in cash equal to $28,500,000, less $3,500,000, which was paid to Blue Apron in the form of the Seller Note (as described below), less an amount equal to all vacation time, sick time and other paid time off evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923070106/0001104659-23-070106-index.htm - Material Agreements Blue Apron Holdings, Inc. entered into Asset Purchase Agreement with FreshRealm, Inc. valued at $28,500,000 cash consideration less $3,500,000 seller note, with up to $4,000,000 additional earn-ou (effective 2023-06-09). - Action: entry - Agreement: asset purchase - Counterparty: FreshRealm, Inc. - Value: $28,500,000 cash consideration less $3,500,000 seller note, with up to $4,000,000 additional earn-ou - Effective: 2023-06-09 source text: On June 9, 2023 (the "Closing Date"), Blue Apron Holdings, Inc. (the "Company") entered into definitive agreements with FreshRealm, Inc. ("FreshRealm"), pursuant to which, among other things, the Company sold its production and fulfillment operational infrastructure to FreshRealm, and concurrently executed a ten (10) year production and fulfillment agreement under which FreshRealm will be the exclusive supplier of the Company’s meal kits evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923070106/0001104659-23-070106-index.htm - Shareholder Votes Blue Apron Holdings, Inc. shareholders approved Ratification of the Appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-06-07 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-07 source text: Proposal Two: Ratification of the Appointment of Our Independent Registered Public Accounting Firm. For Against Abstain Broker Non-Votes 38,832,586.168730 7,636,163.820145 1,131,959.344006 - evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923070106/0001104659-23-070106-index.htm - Shareholder Votes Blue Apron Holdings, Inc. shareholders approved Non-binding, advisory vote to approve named executive officer compensation at the 2023-06-07 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-07 source text: Proposal Three: The Say-on-Pay Proposal. For Against Abstain Broker Non-Votes 25,497,831.125493 6,311,989.207388 998,869.000000 14,792,020.000000 evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923070106/0001104659-23-070106-index.htm - Shareholder Votes Blue Apron Holdings, Inc. shareholders voted on Non-binding, advisory vote on the frequency of future advisory votes to approve named executive officer compensation at the 2023-06-07 meeting. - Proposal: say on pay frequency - Meeting: 2023-06-07 source text: Proposal Four: The Say-on-Frequency Proposal. One Year Two Year Three Years Abstain Broker Non-Votes 29,571,060.906290 476,966.344006 1,379,930.823574 1,380,731.259011 14,792,020.000000 evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923070106/0001104659-23-070106-index.htm - Shareholder Votes Blue Apron Holdings, Inc. shareholders approved Election of Class II Directors at the 2023-06-07 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-07 source text: Proposal One: Election of Class II Directors. Nominee For Against Abstain Broker Non-Votes Beverly K. Carmichael 26,008,811.474413 5,568,154.858468 1,231,723.000000 14,792,020.000000 Jennifer Carr-Smith 25,986,280.125493 5,571,608.207388 1,250,801.000000 14,792,020.000000 Brenda Freeman 25,231,525.301688 6,398,710.031193 1,178,454.000000 14,792,020.000000 Elizabeth Huebner 25,965,401.474413 5,606,824.858468 1,236,463.000000 14,792,020.000000 evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923070106/0001104659-23-070106-index.htm - Shareholder Votes Blue Apron Holdings, Inc. shareholders approved Approval of amendment to Restated Certificate of Incorporation to effect a reverse stock split of the Company’s Class A Common Stock at a ratio of not less than 1-for-5 and not greater than 1-for-20 at the 2023-06-07 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2023-06-07 source text: Proposal Five: The Reverse Stock Split Proposal. For Against Abstain Broker Non-Votes 36,092,226.801157 11,134,711.573955 373,770.957769 - evidence_url: https://www.sec.gov/Archives/edgar/data/1701114/000110465923070106/0001104659-23-070106-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.