---
schema_version: "secwatch.filing_event.v1"
accession: "0001842356-25-000090"
form_type: "8-K"
ticker: null
cik: "0001842356"
company_name: "Wag! Group Co."
filed_at: "2025-07-21T23:59:59+00:00"
generated_at: "2026-05-18T05:15:48.171032+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Wag! Group files Chapter 11, pre-packaged plan transfers ownership to Retriever LLC

## Summary
- 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.

## SEC filing metadata
- accession: 0001842356-25-000090
- form_type: 8-K
- cik: 0001842356
- company_name: Wag! Group Co.
- filed_at: 2025-07-21T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 1.03, 2.04, 3.01, 3.02, 3.03, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1842356/000184235625000090/0001842356-25-000090-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1842356/000184235625000090/pet-20250720.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001842356-25-000090
- JSON: https://secwatch.observer/filing/0001842356-25-000090.json
- Plain text: https://secwatch.observer/filing/0001842356-25-000090.txt

## Key facts
- Debt Financings
  Wag! Group Co. faced acceleration on term loan of approximately $16.3 million.
  - Instrument: term loan
  - Principal: approximately $16.3 million
  - Event: acceleration
  source text: approximately $16.3 million of term loan borrowings (plus any accrued but unpaid interest in respect thereof) under the Financing Agreement
  evidence_url: https://www.sec.gov/Archives/edgar/data/1842356/000184235625000090/0001842356-25-000090-index.htm
- Distress & Bankruptcy
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1842356/000184235625000090/0001842356-25-000090-index.htm
- Listing & Compliance Notices
  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)
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1842356/000184235625000090/0001842356-25-000090-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.