S-3 1 ny20075654x1_s3.htm S-3

As filed with the Securities and Exchange Commission on June 8, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CarParts.com, Inc.

(Exact name of registrant as specified in its charter)


Delaware			68-0623433
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

4910 Airport Plaza Dr., Suite 300

Long Beach, California 90815

(424) 702-1455

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David Meniane

Chief Executive Officer

CarParts.com, Inc.

4910 Airport Plaza Dr., Suite 300

Long Beach, California 90815

(424) 702-1455

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David F. Marx

Daniel P. Lyman

Dorsey & Whitney LLP

111 South Main Street, Suite 2100

Salt Lake City, Utah 84111

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by the Selling Stockholders.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS			DATED JUNE 8, 2026


ABOUT THIS PROSPECTUS			2
PROSPECTUS SUMMARY			3
THE OFFERING			5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			6
RISK FACTORS			7
SELECTED FINANCIAL DATA REFLECTING REVERSE STOCK SPLIT			8
USE OF PROCEEDS			10
DESCRIPTION OF THE SECURITIES			11
SELLING STOCKHOLDERS			13
PLAN OF DISTRIBUTION			14
LEGAL MATTERS			16
EXPERTS			16
WHERE YOU CAN FIND ADDITIONAL INFORMATION			16
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			17


	Fiscal Year Ended
	January 3, 2026	December 28, 2024
Net loss per share:
Numerator:
Net loss allocable to common shares	$(50,443)	$(40,601)
Denominator:
Weighted-average common shares outstanding (basic and diluted)	61,195	57,026
Basic and diluted net loss per share	$(0.82)	$(0.71)
Common shares outstanding at year-end	70,048	57,454


	Thirteen Weeks Ended
	April 4, 2026	March 29, 2025
Net loss per share:
Numerator:
Net loss allocable to common shares	$(1,940)	$(15,283)
Denominator:
Weighted-average common shares outstanding (basic and diluted)	68,554	57,343
Basic and diluted net loss per share	$(0.03)	$(0.27)
Common shares outstanding at year-end	80,478


	Shares of common stock
	Shares Beneficially Owned Prior to the Offering	Maximum Number of Shares Being	Shares Beneficially Owned After the Offering
Name	Number of Shares	Registered for Resale	Number of Shares	Percentage
Global Force International Limited⁽¹⁾	250,000	250,000	—	—%
Hong Kong Qingfa Trading Limited⁽²⁾	225,000	225,000	—	—%
Summit Flow Capital Limited⁽³⁾	25,000	25,000	—	—%
Foxwin Investment Management LLC⁽⁴⁾	500,000	500,000		—%


			Amount
SEC registration fee			$847.25
Accounting fees and expenses			$21,000
Legal fees and expenses			$19,700
Total			$41,547.25


Exhibit Number			Exhibit Description
4.1			Second Amended and Restated Certificate of Incorporation of CarParts.com, Inc. as filed with the Delaware Secretary of State on February 14, 2007 (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 2, 2007).
4.2			Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of CarParts.com, Inc., dated as of July 27, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2020).
4.3			Certificate of Amendment to Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2026).
4.4			Amended and Restated Bylaws of CarParts.com, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2023).
4.5			Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on November 2, 2006).
4.6			Certificate of Designation of Series B Junior Participating Preferred Stock, filed with the Secretary of State of the State of Delaware on April 5, 2024. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2024).
4.7			Tax Benefits Preservation Plan, dated as of April 5, 2024, between CarParts.com, Inc. and Computershare Trust Company, N.A., as Rights Agent, together with the following exhibits thereto: Exhibit A - Form of Certificate of Designation of Series B Junior Participating Preferred Stock of CarParts.com, Inc.; Exhibit B - Form of Right Certificate (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2024).
4.8			Amendment No. 1 to Tax Benefits Preservation Plan, dated as of April 24, 2024, between CarParts.com, Inc. and Computershare Trust Company, N.A., as rights agent. (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2024).
4.9			Amendment No. 2 dated May 11, 2026 to the Tax Benefits Preservation Plan, dated April 5, 2024, by and between CarParts.com, Inc. and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2026).
5.1*			Opinion of Counsel.
10.1			Form of Purchase Agreement, dated as of March 21, 2026, by and among CarParts.com, Inc. and the Purchasers thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2026).
10.2			Form of Investor Rights Agreement, dated as of March 21, 2026, by and among CarParts.com, Inc. and the Purchasers thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2026).
23.1*			Consent of Independent Registered Public Accounting Firm.
23.2*			Consent of Counsel (included in Exhibit 5.1).
24.1*			Power of Attorney (included in this Registration Statement under “Signatures”).
107*			Filing Fee Table


	CarParts.com, Inc.

Date: June 8, 2026	By:	/s/ David Meniane
		David Meniane
		Chief Executive Officer (Principal Executive Officer)


SIGNATURE	TITLE	DATE

/s/ David Meniane	Chief Executive Officer and Director (Principal Executive Officer)	June 8, 2026
David Meniane		June 8, 2026

/s/ Mark DiSiena	Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 8, 2026
Mark DiSiena		June 8, 2026

/s/ Warren B. Phelps III	Chairman of the Board	June 8, 2026
Warren B. Phelps III	Chairman of the Board	June 8, 2026

/s/ Lisa Costa	Director	June 8, 2026
Lisa Costa	Director	June 8, 2026

/s/ Jay K. Greyson	Director	June 8, 2026
Jay K. Greyson	Director	June 8, 2026

/s/ Nanxi Liu	Director	June 8, 2026
Nanxi Liu	Director	June 8, 2026

/s/ Ana Dutra	Director	June 8, 2026
Ana Dutra	Director	June 8, 2026

SEC Form S-3 filed by CarParts.com Inc.