Stitch Fix : Amended And Restated Credit Agreement - Form 8-K

sfix-20230313

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):March 13, 2023

STITCH FIX, INC.

(Exact name of Registrant as Specified in Its Charter)

Commission file number: 001-38291

Delaware	27-5026540
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1 Montgomery Street, Suite 1100

San Francisco, California94104

(Address of principal executive offices and zip code)

[phone]

(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 (see General Instructions A.2. below):

☐	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	Name of Each Exchange on Which Registered
Class A common stock, par value $0.00002 per share	SFIX	Nasdaq Global Select Market

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 8.01 Other Events.

Stitch Fix, Inc. (the "Company") is party to an amended and restated credit agreement, entered into June 2, 2021, and amended on July 29, 2022 (the "Amended Credit Agreement") with Silicon Valley Bank ("SVB"), JPMorgan Chase Bank, N.A., and Citibank, N.A., to provide a revolving line of credit of up to $100.0 million, including a letter of credit sub-facility in the aggregate amount of $30.0 million, and a swingline sub-facility in the aggregate amount of $40.0 million. Of the $100.0 million dollar commitment, SVB's commitment is $40.0 million and the total commitment by the other two lenders is $60.0 million. The Company anticipates that SVB's $40.0 million commitment will not be available given SVB's receivership. At this time, the Company has no plans to draw on the Amended Credit Agreement and reaffirms its estimate that its cash, cash equivalents, investment balances, and the borrowing available under its Amended Credit Agreement, if needed, will be sufficient to meet its working capital and capital expenditure needs for at least the next 12 months and beyond.

Forward Looking Statements

Certain statements contained in this report are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements include statements regarding the Company's expected liquidity, cash runway, and working capital and capital expenditures needs. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of these results will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties associated with the closure of SVB and the appointment of the Federal Deposit Insurance Corporation as receiver, as well as risks and uncertainties inherent in the Company's business, including those described in the Company's Quarterly Report on Form 10-Q for the quarter ended January 28, 2023, filed with the U.S. Securities and Exchange Commission ("SEC") on March 8, 2023, and other filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended.

SIGNATURES

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

		Stitch Fix, Inc.
Dated: March 13, 2023		By:	/s/ Casey O'Connor
			Casey O'Connor
			Chief Legal Officer