Form 8-K NEIGHBORHOOD INTELLIGENC For: Aug 14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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(Address of principal executive offices)(Zip Code)
(801 ) 947-3100
(Registrant’s telephone number, including area code)
Bed Bath & Beyond, Inc.
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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. ☐
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Effective August 14, 2026, Bed Bath & Beyond, Inc. (the “Company”) changed its corporate name to Neighborhood Intelligence, Inc., pursuant to a
Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State (the “Name Change”). Pursuant to Delaware law, a stockholder vote was not necessary to effectuate the Name Change
and it does not affect the rights of the Company’s stockholders. The Company also amended and restated its Sixth Amended and Restated Bylaws effective August 14, 2026 to reflect the Name Change.
Copies of the Company’s Certificate of Amendment to Amended and Restated Certificate of Incorporation and Seventh Amended and Restated Bylaws are filed
as Exhibit 3.1 and Exhibit 3.2, respectively, with this Current Report on Form 8-K and are incorporated herein by reference. The only change to the Company’s Amended and Restated Certificate of Incorporation and Sixth Amended and Restated Bylaws is
the change of the Company’s corporate name from Bed Bath & Beyond, Inc. to Neighborhood Intelligence, Inc. in each document.
| Item 8.01 |
Other Information.
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As previously announced, the Company, acting pursuant to authorization from its Board of Directors has voluntarily withdrawn the principal listing of the
Company’s common stock, par value $0.0001 per share (the “Common Stock”), and the Company’s warrants (the “Warrants”) from The New York Stock Exchange and transferred the listings to the Nasdaq Stock Market LLC (“Nasdaq”). The Company expects that
trading will commence on Nasdaq at market open on August 17, 2026 with its Common Stock trading under the ticker symbol NXH and its Warrants trading under the ticker symbol BBBYW.
| Item 9.01 |
Financial Statements and Exhibits
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Exhibits
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Exhibit No.
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Description of Exhibit
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Certificate of Amendment to Amended and Restated Certificate of Incorporation
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Seventh Amended and Restated Bylaws
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104
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The XBRL tags on the cover page of this Form 8-K are embedded within the Inline XBRL document.
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SIGNATURE
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.
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NEIGHBORHOOD INTELLIGENCE, INC.
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By:
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/s/ Marcus Lemonis
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Marcus Lemonis
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Chief Executive Officer
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Date:
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August 14, 2026
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ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
XBRL TAXONOMY EXTENSION LABEL LINKBASE
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