Company Announces Forbearance Agreement Under Amended Credit Agreement
CHICO, Calif., June 26, 2025 (GLOBE NEWSWIRE) — Lulu’s Fashion Lounge Holdings, Inc. (“Lulus” or the “Company”) (Nasdaq: LVLU), the attainable luxury brand for women, today announced that on June 11, 2025, the Company’s Board of Directors approved a 1-for-15 reverse stock split (the “Reverse Stock Split Ratio”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), effective July 3, 2025 at 5:00 p.m., Eastern time (the “Reverse Stock Split”). The Reverse Stock Split will be effective for purposes of trading on the Nasdaq Capital Market as of the opening of business on July 7, 2025 under the Company’s existing trading symbol “LVLU”. The new CUSIP number for the Common Stock following the Reverse Stock Split is 55003A 207.
The Reverse Stock Split is primarily intended to bring the Company into compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market.
As a result of the Reverse Stock Split, every fifteen shares of the Company’s issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares of Common Stock not evenly divisible by the Reverse Stock Split Ratio, will be entitled to receive such number of shares of Common Stock rounded up to the nearest whole number. In any event, cash will not be paid for fractional shares. The ownership of a fractional interest will not give the holder thereof any voting, dividend or other right except to have the holder’s fractional interest rounded up to the nearest whole number.
The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from approximately 41,492,767 shares to approximately 2,766,185 shares. The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 250,000,000 shares. For additional information, please refer to our Form 8-K filed today.
The Company also announced today that it entered into a Forbearance Agreement (the “Forbearance Agreement”) related to the Credit Agreement, as amended, with Bank of America as Administrative Agent, Swing Line Lender and an L/C Issuer (collectively, “Lenders”) on June 23, 2025, which will expire on the earliest date that one of the following events occurs: (a) any Event of Default other than an Event of Default constituting the Acknowledged Defaults; (b) the breach by the Borrower of any covenant or provision of the Forbearance Agreement; or (c) 11:59 p.m. (Eastern time) on August 15, 2025. The Forbearance Agreement provides the Company with additional time and flexibility to pursue alternative debt financing options. As of the date of this press release, the Company has delivered two bona fide term sheets from reputable financial institutions that the Company believes have the financial capacity and wherewithal to consummate a Refinancing Transaction on or before the Maturity Date of August 15, 2025. Capitalized terms used above, which are undefined, have the meaning ascribed to them in the Forbearance Agreement or the Credit Agreement.