Form 8-K/A EXPRESS, INC. For: Dec 08

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2022

 

EXPRESS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-34742		26-2828128
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1 Express Drive Columbus, Ohio		43230
(Address of principal executive offices)		(Zip Code)

(614) 474-4001

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		EXPR		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Explanatory Note

Express, Inc. filed a Current Report on Form 8-K with the Securities and Exchange Commission on December 8, 2022 (the “Original Filing”). The sole purpose of this Amendment No. 1 to the Original Filing is to include Exhibits 4.1, 10.1, 10.2, 10.3 and 10.4.

No other changes have been made to the Original Filing and this is an exhibits-only filing. This Amendment No. 1 to the Original Filing speaks as of the original filing date of the Original Filing, does not reflect events that may have occurred subsequent to the original filing date, and does not modify the disclosures made in the Original Filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits relating to Item 1.01 shall be deemed to be furnished:

 

Exhibit No.		Description of Exhibit
4.1*+		Form of Registration Rights Agreement.
10.1*+		Investment Agreement, by and between the Company and WH Borrower, LLC, dated December 8, 2022.
10.2*+		Membership Interest Purchase Agreement, by and among the Company, WH Borrower, LLC and Express LLC, dated December 8, 2022.
10.3*+		Form of Operating Agreement.
10.4*+		Form of Intellectual Property License Agreement.
104		The cover page from this Current Report on Form 8-K formatted in Inline XBRL.

 

*	Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission upon request.

+	Certain portions of the exhibit have been redacted pursuant to Item 601(a)(6) of Regulation S-K. The Company hereby undertakes to furnish supplementally an unredacted copy of the exhibit upon request by the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				EXPRESS, INC.
Date: December 9, 2022				By:		/s/ Jason Judd
				Name:		Jason Judd
				Title:		Senior Vice President, Chief Financial Officer and Treasurer