UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
Allbirds, Inc. (the “Company”) previously entered into a Class A Common Stock Sales Agreement (the “Sales Agreement”) with Chardan Capital Markets LLC (“Chardan”), to sell shares of its Class A Common Stock (the “ATM Shares”), from time to time, through an “at the market offering” program under which Chardan, acting as sales agent or principal (including through its affiliates), will offer and sell the ATM Shares. The sales, if any, of the ATM Shares made under the Sales Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.
On June 11, 2026, the Company increased the maximum aggregate offering price of the ATM Shares issuable under the Sales Agreement and filed a prospectus supplement (the “Prospectus Supplement”) for the purpose of registering under the Company’s Registration Statement on Form S-3 (File No. 333-288434) (the “Registration Statement”) the offer and sale of shares of its Class A common stock in an additional aggregate amount of up to $48,100,000 pursuant to the Sales Agreement, which does not include the shares of Class A common stock previously sold pursuant to the Sales Agreement. A copy of the legal opinion as to the legality of the shares of Class A common stock issuable under the Sales Agreement and covered by the Prospectus Supplement is filed as Exhibit 5.1 attached hereto.
The Company is filing this Current Report on Form 8-K for the purpose of incorporating by reference into the Registration Statement the items filed herewith as Exhibits 5.1 and 23.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 5.1 | Opinion of Holland & Hart LLP | |
| 23.1 | Consent of Holland & Hart LLP (included in Exhibit 5.1 hereto) | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) | |
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.
| Allbirds, Inc. | ||||||
| Dated: June 11, 2026 |
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| By: |
/s/ Joseph Vernachio | |||||
| Joseph Vernachio | ||||||
| Chief Executive Officer | ||||||