Grove Collaborative Holdings Amends SEPA, Extends To August 2027; SEPA With Yorkville For $100M Stock Sale

On July 18, 2022, Grove Collaborative Holdings, Inc. (the "Company") entered into a Standby Equity Purchase Agreement (the "SEPA") with YA II PN, Ltd. ("Yorkville") whereby the Company has the right, but not the obligation, to sell to Yorkville up to $100.0 million of its shares of Class A common stock, par value $0.0001 per share (the "Common Stock"), at the Company's request during the 36 months following the execution of the SEPA, subject to certain conditions.

 

On July 8, 2025, the Company and Yorkville entered into the Amendment to Standby Equity Purchase Agreement (the "SEPA Amendment"), in which the Company and Yorkville agreed to: (1) change the definition of "Market Price" from the average VWAP (as defined below) of the Common Stock during the three consecutive trading days commencing on the notice date to the lowest of the daily VWAP of the Common Stock during such three consecutive trading day period, and (2) extend the commitment period under the SEPA to August 1, 2027. "VWAP" means, for any trading day, the daily volume weighted average price of the Company's Class A common stock for such date on the New York Stock Exchange as reported by Bloomberg L.P. during regular trading hours.

 

The foregoing description of the SEPA Amendment is qualified in its entirety by reference to the full text of the SEPA Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and which is incorporated herein by reference.