Wag! Group Co.: Nasdaq/NYSE listing notice — Wag! Group files Chapter 11, pre-packaged plan transfers ownership to Retriever LLC

Wag! Group Co.

Filed Chapter 11 on July 21, 2025; expects emergence within ~40 days.
Retriever LLC to get 100% of reorganized company's common stock; all existing equity canceled.
DIP financing of up to $6.5M at 15% interest and exit facility of up to $18.3M committed by Retriever.
~$16.3M term loan default triggered by filing but stayed under Bankruptcy Code.
Nasdaq non-compliance noted; entire board to resign on effective date.

item 1.01 item 1.03 item 2.04 item 3.01 item 3.02 item 3.03 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Wag! Group Co. faced acceleration on term loan of approximately $16.3 million.

Instrument: term loan
Principal: approximately $16.3 million
Event: acceleration

Exact text from the filing

approximately $16.3 million of term loan borrowings (plus any accrued but unpaid interest in respect thereof) under the Financing Agreement

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Distress & Bankruptcy SEC 8-K Item 1.03 confidence 0.9

Wag! Group Co. entered chapter 11 in United States Bankruptcy Court for the District of Delaware (petition 2025-07-21).

Proceeding: chapter 11
Court: United States Bankruptcy Court for the District of Delaware
Petition: 2025-07-21

Exact text from the filing

On July 21, 2025, the Company, Wag Labs, Inc., Wag Wellness, LLC, Pawsome, LLC, Compare Pet Insurance Services, Inc., We Compare and Furmacy (collectively with the Company, the “Debtors”) proposed a joint prepackaged plan of reorganization (the “Plan”) under Chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) (the “Chapter 11 Cases”).

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Listing & Compliance Notices SEC 8-K Item 3.01 confidence 0.9

Wag! Group Co. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(3)(C)).

Exchange: nasdaq
Notice: deficiency notice
Deficiency: market value
Rules: 5450(b)(3)(C)

Exact text from the filing

July 17, 2025, the Company received a written notice from the staff (the “Staff”) of the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it had not regained compliance with Nasdaq Listing Rule 5450(b)(3)(C) related to the market value of its listed securities. Accordingly, the Staff informed the Company that, since it had not regained compliance, the Nasdaq Hearing Panel (the “Panel”) would consider the matter in their decision regarding the Company’s continued listing on Nasdaq and that the Company should present its views with respect to the

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41 debt financings filed in the last 30 days. Browse all debt financings →

Source: SEC EDGAR

accession 0001842356-25-000090

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