Blue Apron Announces Commencement of Fully Backstopped $45 Million Rights Offering

Blue Apron Holdings, Inc. (NYSE: APRN) announced today that it has commenced a $45.0 million rights offering as part of its planned $78.0 million capital raise, each as previously disclosed in the Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on September 15, 2021.

Under the terms of the rights offering, the company is distributing non-transferable subscription rights to each holder of its Class A common stock (as well as the holders of certain warrants issued to the company’s lenders) held as of 5:00 p.m. Eastern Standard Time on October 8, 2021, the record date for the rights offering. The subscription rights may be exercised at any time during the subscription period, which commenced on October 12, 2021. The rights will expire if they are not exercised by 5:00 p.m., Eastern Standard Time, on October 28, 2021, unless the company extends the rights offering subscription period.

The rights offering is fully backstopped by RJB Partners LLC under a purchase agreement, which commits RJB Partners LLC to purchase any and all shares of Class A common stock and warrants unsubscribed in the rights offering, subject to certain customary closing conditions, including completion of the rights offering. RJB Partners LLC has also committed to a $30.0 million private placement investment on the same terms as the rights offering.

Each subscription right will entitle the eligible holder to purchase for a subscription price of $1.8505 (i) approximately 0.185056 shares of Class A common stock, (ii) one seven-year warrant to purchase approximately 0.148045 shares of Class A common stock at an exercise price of $15.00 per share, (iii) one seven-year warrant to purchase approximately 0.074022 shares of Class A common stock at an exercise price of $18.00 per share, and (iv) one seven-year warrant to purchase approximately 0.037011 shares of Class A common stock at an exercise price of $20.00 per share. The company will not issue any fractional shares or warrants upon exercise of any subscription rights in the rights offering and any such fractional shares or warrants will be rounded down to the nearest whole share or warrant, respectively. Holders must exercise subscription rights which would result in the issuance of at least one (1) whole share of Class A common stock to participate in the rights offering.