FreshRealm, Inc. entered into a non-binding letter of intent to acquire the operational infrastructure of Blue Apron Holdings, Inc. (NYSE:APRN) for $50 million on May 15, 2023. FreshRealm entered into definitive agreement to acquire the operational infrastructure of Blue Apron Holdings, Inc. (NYSE:APRN) on June 9, 2023. Subject to certain assumptions set forth in the LOI, the LOI contemplates that FreshRealm will pay the Company a cash payment of $25 million at the closing of the Transaction. The LOI also contemplates that FreshRealm will pay the Company $4 million in milestone payments upon the achievement of certain financial plan targets and satisfactory completion of the Company?s performance under the Transition Services Agreement, and an additional $3.5 million, net of any amounts withheld for the satisfaction of any indemnification obligations of the Company. Lastly, the LOI provides the Company will have the opportunity to receive up to an additional $17.5 million in earnout payments comprised of two parts: (i) a volume earnout based on meal kits that are ordered by customers; and (ii) a new product initiatives earnout based on sales of heat-and-eat and other non-box convenience products and any new products sold by FreshRealm to the Company under the Commercial Agreements. The LOI further contemplates that, at the closing of the Transaction, the Company will issue to FreshRealm warrants to purchase common stock with an exercise price equal to $0.01 per share (the ?Warrants?) exercisable for a number of shares equal to 19.9% of the Company?s then-outstanding common stock as of the close of business on the date of closing of the Transaction. Completion of the Transaction is subject to, among other matters, the satisfactory completion of FreshRealm?s due diligence, approvals from third parties, the negotiation and execution of definitive forms of the contemplated Asset Purchase Agreement, Production and Fulfillment Agreement, License Agreement and Transition Services Agreement, and approval of the Transaction by the boards of directors of the Company and FreshRealm. As of June 9, 2023, transaction was approved by board of directors of FreshRealm and Blue Apron. The LOI contemplates that the Transaction will be closed on or about June 9, 2023, Cowen Inc. acted as financial advisor to FreshRealm, Inc.

FreshRealm completed the acquisition of the operational infrastructure of Blue Apron Holdings, Inc. (NYSE:APRN) on June 9, 2023. As of November 9, 2023 received approximately $23.6 million of net cash proceeds upfront and are eligible to receive up to $25 million of additional value primarily through a cash earnout if we have achieved certain financial and cost-savings milestones.