Wag! Group Co. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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Other Consumer Services
Consumer Discretionary
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): July 8, 2025
(Exact name of registrant as specified in its charter)
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Item 1.01 Entry into a Material Definitive Agreement.
On July 8, 2025, Wag! Group Co. (the “Company”) entered into an amendment (the “Amendment”) to the financing agreement by and amongst the Company, Blue Torch Finance LLC (“Blue Torch”), and the other parties thereto, dated August 9, 2022, and assigned to Retriever LLC (“Retriever”) on April 11, 2025 (the “Financing Agreement”).
Pursuant to the Amendment, among other things, (i) the covenant requiring the Company to maintain a certain liquidity amount was reduced (the “Additional Available Liquidity”) and (ii) there are restrictions on the manner in which the Company can use the Additional Available Liquidity.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth above in Item 1.01 is incorporated herein by reference.
Item 8.01 Other Events
As previously disclosed, the Company’s Board of Directors has been conducting a review of strategic alternatives, including potential investments, strategic partnerships, sales, merger, or other strategic transactions involving the Company or its assets. To date, the Company has been unable to consummate a strategic alternative transaction that would enable it to satisfy its obligations due under the Financing Agreement.
While the Company is currently engaged in negotiations with Retriever regarding satisfaction of its obligations under the Financing Agreement, which may enable it to continue operations, there can be no assurance that any transaction or other strategic alternative that would result in satisfaction in full of the obligations owed to Retriever will be available to the Company, approved by the Board of Directors and/or Retriever, or otherwise consummated before the maturity of the Financing Agreement in August 2025, or at all. As a result, Retriever would be able to exercise its rights and remedies under the Financing Agreement with respect to the Company and its assets.
The Company may be forced to take action to maximize the enterprise value of its assets, including, without limitation, seeking protection under bankruptcy laws.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit Number | Description | ||||
| 10.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions are intended to identify forward-looking statements. These statements include those related to the Company’s strategic review process, protection under bankruptcy laws and negotiations with Retriever. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: the Company’s ability to conduct the strategic review process, the Company’s ability to successfully negotiate with Retriever regarding satisfaction of its obligations under the Financing Agreement and continued operations, and demands, actions, lawsuits and other claims that potentially could be made by Retriever and other debt holders, the Company’s securityholders, and the Company’s and its subsidiaries’ other creditors. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s filings with the Securities and Exchange Commission, including the most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WAG! GROUP CO. | ||||||||
| By: | /s/ ALEC DAVIDIAN | |||||||
| Alec Davidian | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||
Date: July 8, 2025
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