Item 8.01 Regulation FD Disclosure.
On October 8, 2021, plaintiff Matthew Sciabacucchi filed a putative class action
complaint in the Court of Chancery of the State of Delaware (the "Court")
against defendants Blue Apron Holdings, Inc. (the "Company") and its directors,
under the caption Sciabacucchi v. Carr-Smith et al., C.A. No. 2021-0867-JRS (the
"Action"). The complaint alleged that the disclosures made in the Company's
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission (the "SEC") on September 21, 2021 and as amended on September 28,
2021, relating to the Company's rights offering described therein, omitted
certain material information. The Action sought, among other forms of relief, an
injunction against the rights offering. On October 12, 2021, the Company filed a
prospectus with the SEC containing certain supplemental disclosures that mooted
the allegations in the Action. The prospectus stated that the Company did not
believe that the additional disclosures were required under applicable law,
however, in order to avoid the risk of the Action delaying or adversely
affecting the rights offering and related capital raise, and to minimize the
expense of defending the Action, and without admitting any liability or
wrongdoing, the Company included certain additional disclosures in the
prospectus. The Company provided the additional disclosures solely to eliminate
the burden and expense of litigation and to avoid any possible disruption to the
rights offering and related capital raise that could result from further
litigation. Nothing in the additional disclosures should be deemed to be an
admission of the legal necessity or materiality of such disclosures under
applicable law.
On October 12, 2021, the Court also entered an order dismissing the Action as
moot and retaining jurisdiction solely for the purpose of adjudicating the
anticipated application of plaintiff's counsel for an award of attorneys' fees
and reimbursement of expenses. On November 29, 2021, the Company subsequently
agreed to pay $377,500 in attorneys' fees and expenses to plaintiff's counsel in
full satisfaction of the claim for attorneys' fees and expenses in the Action.
On December 9, 2021, the Court entered an order closing the case, subject to the
Company filing an affidavit with the Court confirming that this notice has been
issued. In entering the order, the Court was not asked to review, and did not
pass judgment on, the payment of the attorneys' fees and expenses or their
reasonableness.
The Company closed the rights offering and related capital raise on November 4,
2021.
This Current Report on Form 8-K is being filed in accordance with the Court
order closing the case in order to provide notice to the Company's stockholders
of the fee payment to plaintiff's counsel.
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