8-K
filed January 5, 2023, 6:59 PM ET
CIK 0001825480
M&A
confidence high
sentiment neutral
materiality 1.00
Poshmark, Inc.: M&A transaction — Poshmark completes acquisition by NAVER for $17.90 per share in cash
Poshmark, Inc.
- Merger effective Jan 5, 2023; each share of POSH common stock converted into $17.90 cash.
- All outstanding vested and unvested stock options and RSUs cancelled and converted into cash consideration.
- POSH notified Nasdaq of merger completion; Class A common stock delisted and deregistration initiated.
- Board of directors, including CEO Manish Chandra and others, ceased to serve upon merger.
- Amended and restated certificate of incorporation and bylaws adopted.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Manish Chandra departed as Director at Poshmark, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Navin Chaddha, Manish Chandra, Ebony Beckwith, Jeff Epstein, Jenny Ming, Hans Tung and Serena Williams each ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Hans Tung departed as Director at Poshmark, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Navin Chaddha, Manish Chandra, Ebony Beckwith, Jeff Epstein, Jenny Ming, Hans Tung and Serena Williams each ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jenny Ming departed as Director at Poshmark, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Navin Chaddha, Manish Chandra, Ebony Beckwith, Jeff Epstein, Jenny Ming, Hans Tung and Serena Williams each ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jeff Epstein departed as Director at Poshmark, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Navin Chaddha, Manish Chandra, Ebony Beckwith, Jeff Epstein, Jenny Ming, Hans Tung and Serena Williams each ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Serena Williams departed as Director at Poshmark, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Navin Chaddha, Manish Chandra, Ebony Beckwith, Jeff Epstein, Jenny Ming, Hans Tung and Serena Williams each ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Navin Chaddha departed as Director at Poshmark, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Navin Chaddha, Manish Chandra, Ebony Beckwith, Jeff Epstein, Jenny Ming, Hans Tung and Serena Williams each ceased to be directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Ebony Beckwith departed as Director at Poshmark, Inc..
- Action
- ceased
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Navin Chaddha, Manish Chandra, Ebony Beckwith, Jeff Epstein, Jenny Ming, Hans Tung and Serena Williams each ceased to be directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Poshmark, Inc.: Bylaws amended and restated in their entirety.
- Change
- bylaw amendment
Exact text from the filing
In connection with the completion of the Merger and pursuant to the Merger Agreement, upon the Effective Time, Poshmark’s certificate of incorporation and bylaws were amended and restated in their entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Poshmark, Inc.: Certificate of incorporation amended and restated in its entirety.
- Change
- charter amendment
Exact text from the filing
In connection with the completion of the Merger and pursuant to the Merger Agreement, upon the Effective Time, Poshmark’s certificate of incorporation and bylaws were amended and restated in their entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Poshmark, Inc. underwent a change of control involving NAVER Corporation (closed 2023-01-05).
- Action
- change of control
- Counterparty
- NAVER Corporation
- Closing
- 2023-01-05
Exact text from the filing
On January 5, 2023 (the "Closing Date"), pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect subsidiary of Parent.
View on SEC.gov
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