UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Sales Agreement
On September 19, 2024, Barnes & Noble Education, Inc. (the “Company”) entered into a sales agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”), pursuant to which the Company agreed to issue and sell (the “Offering”) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $40.0 million, from time to time, through an “at-the-market” equity offering program under which BTIG will act as sales agent.
Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be sold or the gross proceeds to be raised, the time period during which sales are requested to be made, limitations on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, BTIG may sell the shares by methods deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made through the New York Stock Exchange or on any other existing trading market for the Common Stock. The Company will pay BTIG a commission equal to two percent (2.0%) of the gross sales proceeds of any Common Stock sold through BTIG under the Sales Agreement, and also has provided BTIG with customary indemnification rights and has agreed to reimburse BTIG for fifty percent (50%) of reasonable and documented out-of-pocket expenses incurred by BTIG, including the reasonable and documented fees and disbursements of counsel to BTIG, in connection with the transactions contemplated by the Sales Agreement. The Sales Agreement may be terminated by the Company upon prior notice to BTIG or by BTIG upon prior notice to the Company, or at any time under certain circumstances, including, but not limited to, the occurrence of a material adverse change in the Company. The Company is not obligated to sell any shares under the Sales Agreement.
Any sales of shares under the Sales Agreement will be made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-281930), including the related prospectus, that was filed with the Securities and Exchange Commission on September 4, 2024 and declared effective on September 17, 2024, as supplemented by a prospectus supplement dated September 19, 2024.
The foregoing description of the material terms of the Sales Agreement is qualified in its entirety by reference to the full agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
A copy of the opinion of Pillsbury Winthrop Shaw Pittman LLP relating to the validity of the Common Stock issued in the Offering is filed herewith as Exhibit 5.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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.
| BARNES & NOBLE EDUCATION, INC. | ||||||
| Date: September 19, 2024 | By: | /s/ Michael C. Miller | ||||
| Name: | Michael C. Miller | |||||
| Title: | Executive Vice President, Corporate Development & Affairs, Chief Legal Officer | |||||