PetIQ, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-10-25: Form 8-K; Period of report 2024-10-25; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2024-10-22: Form 8-K; Period of report 2024-10-22; Description 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 5.07.
- 2024-10-11: Form 8-K; Period of report 2024-10-11; Description 8.01 Other Events; Details 8.01.
- 2024-08-07: Form 8-K; Period of report 2024-08-07; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-10-25 | 8-K | 2024-10-25 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02. 2.01 The information set forth in the Introductory Note and under Items 3.01, 5.01, 5.02, 5.03 and 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 3.01 The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. 3.03 The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth in the Introductory Note and under Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. 5.03 The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. 8.01 On the Closing Date, the Company issued a press release announcing the completion of the Merger. | tm2426836d1_8k.htm |
| 2024-10-22 | 8-K | 2024-10-22 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 As previously announced, on August 7, 2024, PetIQ, Inc. (the “Company” or “PetIQ”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gula Buyer Inc. (“Parent”), a Delaware corporation, and Gula Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). 7.01 On October 22, 2024, PetIQ issued a press release announcing the results of the Special Meeting and the anticipated date of completion of the Merger. | tm2426622d1_8k.htm |
| 2024-10-11 | 8-K | 2024-10-11 | 8.01 Other Events | 8.01 As previously disclosed, on August 7, 2024, PetIQ, Inc. (“PetIQ” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gula Buyer Inc. (“Parent”), a Delaware corporation, and Gula Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). | tm2425986d1_8k.htm |
| 2024-08-07 | 8-K | 2024-08-07 | 2.02 Results of Operations and Financial Condition | 2.02 On August 7, 2024, PetIQ, Inc. issued a press release announcing certain financial results for its three and six months ended June 30, 2024. | petq-20240807.htm |
| 2024-08-07 | 8-K | 2024-08-07 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 In connection with the execution of the Merger Agreement, the Company entered into an amended and restated employment agreement with the Company’s Chief Executive Officer, McCord Christensen (the “Employment Agreement”), to become effective at the closing of the Merger, pursuant to which Mr. Christensen will continue as the Company’s Chief Executive Officer. 8.01 On August 7, 2024, PetIQ and Parent issued a Joint Press Release announcing the entry into the Merger Agreement. | tm2421055d1_8k.htm |
| 2024-06-12 | 8-K | 2024-06-07 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) held on June 7, 2024, the stockholders of PetIQ, Inc. (“the “Company”) voted on the following proposals, each of which is more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities Exchange commission on April 19, 2024. | tm2417004d1_8k.htm |
| 2024-05-08 | 8-K | 2024-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2024, PetIQ, Inc. issued a press release announcing certain financial results for its three months ended March 31, 2024. | petq-20240508.htm |
| 2024-02-28 | 8-K | 2024-02-28 | 2.02 Results of Operations and Financial Condition | 2.02 On February 28, 2024, PetIQ, Inc. issued a press release announcing certain financial results for its three months and year ended December 31, 2023. | petq-20240228.htm |
| 2023-11-07 | 8-K | 2023-11-07 | 2.02 Results of Operations and Financial Condition | 2.02 On November 7, 2023, PetIQ, Inc. issued a press release announcing certain financial results for the three and nine months ended September 30, 2023. | petq-20231107.htm |
| 2023-08-08 | 8-K | 2023-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2023, PetIQ, Inc. issued a press release announcing certain financial results for its three and six months ended June 30, 2023. | petq-20230808.htm |
| 2023-08-03 | 8-K | 2023-08-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 2, 2023, PetIQ, Inc. (the “Company”) terminated R. Michael Herrman, the Company’s Executive Vice President, General Counsel and Corporate Secretary, Without Cause (as defined in the Employment and Non-Competition Agreement, dated May 9, 2019, between PetIQ, LLC and Mr. Herrman (the “Employment Agreement”)). | tm2322825d1_8k.htm |
| 2023-06-26 | 8-K | 2023-06-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Company is aware of a domestic incident involving R. Michael Herrman, who serves as Executive Vice President, General Counsel and Corporate Secretary of PetIQ, Inc. (the “Company”), that is the subject of an ongoing investigation involving law enforcement. | petq-20230626.htm |
| 2023-06-22 | 8-K | 2023-06-21 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) held on June 21, 2023, the stockholders of PetIQ, Inc., (“the “Company”) voted on the following proposals, each of which is more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities Exchange commission on April 28, 2023. | tm2319392d1_8k.htm |
| 2023-05-31 | 8-K | 2023-05-25 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2317453d1_8k.htm |
| 2023-05-09 | 8-K | 2023-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 9, 2023, PetIQ, Inc. issued a press release announcing certain financial results for its three months ended March 31, 2023. | petq-20230509.htm |
| 2023-02-28 | 8-K | 2023-02-28 | 2.02 Results of Operations and Financial Condition | 2.02 On February 28, 2023, PetIQ, Inc. issued a press release announcing certain financial results for its three months and year ended December 31, 2022. | petq-20230228.htm |
| 2023-02-10 | 8-K/A | 2023-02-03 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | petq-20230203.htm |
| 2023-02-09 | 8-K | 2023-02-03 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | petq-20230203.htm |
| 2022-11-09 | 8-K | 2022-11-09 | 2.02 Results of Operations and Financial Condition | 2.02 On November 9, 2022, PetIQ, Inc. issued a press release announcing certain financial results for its three and nine months ended September 30, 2022. | petq-20221109.htm |
| 2022-10-31 | 8-K | 2022-10-26 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On October 26, 2022, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards and certain recent changes to the Delaware General Corporation Law (the “DGCL”), the Board of Directors (the “Board”) of PetIQ, Inc. (the “Company”) approved and adopted the Company’s Amended and Restated Bylaws (as so amended, the “Amended Bylaws”), effective as of October 26, 2022. | tm2229305d1_8k.htm |
| 2022-09-06 | 8-K | 2022-09-06 | 7.01 Regulation FD Disclosure | 7.01 On September 6, 2022, PetIQ, Inc. (the “Company”) issued a press release announcing a stock repurchase program, which will enable the Company to repurchase up to $30 million in aggregate of the Company's outstanding shares of common stock. | tm2225028d1_8k.htm |
| 2022-08-09 | 8-K | 2022-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 On August 9, 2022, PetIQ, Inc. issued a press release announcing certain financial results for its three and six months ended June 30, 2022. | petq-20220809.htm |
| 2022-06-23 | 8-K | 2022-06-22 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 Following the Annual Meeting of Stockholders on June 22, 2022 (the “Annual Meeting”) of PetIQ, Inc. (the “Company”) and the results thereof, as disclosed in this 8-K, the Company’s Certificate of Incorporation was amended as follows effective June 22, 2022 (“Second Amended and Restated Certificate of Incorporation”). 5.07 The Company held Annual Meeting at the Company’s headquarters located at 230 East Riverside Drive, Eagle, Idaho 83616. | tm2219047d1_8k.htm |
| 2022-05-19 | 8-K/A | 2022-05-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 4, 2022, the Company announced that Susan Sholtis who was serving as President, will leave the Company on May 27, 2022, to spend more time with her family. | tm2215847d1_8ka.htm |
| 2022-05-11 | 8-K | 2022-05-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 PetIQ, Inc. (the “Company”) regrets to announce that Mr. Larry Bird passed away on May 7, 2022. | tm2214077d2_8k.htm |
| 2022-05-09 | 8-K | 2022-05-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 4, 2022, the Company announced that Susan Sholtis who was serving as President, will leave the Company on May 27, 2022, to spend more time with her family. | tm2214817d1_8k.htm |
| 2022-05-04 | 8-K | 2022-05-04 | 2.02 Results of Operations and Financial Condition | 2.02 On May 4, 2022, PetIQ, Inc. issued a press release announcing certain financial results for its three months ended March 31, 2022. | petq-20220504x8k.htm |
| 2022-05-02 | 8-K | 2022-04-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 27, 2022, the Board of Directors (the “Board”) of PetIQ, Inc. (the “Company”) expanded its Board of Directors by electing Allan Hall to the Board. | petq-20220427x8k.htm |
| 2022-03-01 | 8-K | 2022-03-01 | 2.02 Results of Operations and Financial Condition | 2.02 On March 1, 2022, PetIQ, Inc. issued a press release announcing certain financial results for its three months and full year ended December 31, 2021. | petq-20220301x8k.htm |
| 2022-01-06 | 8-K | 2022-01-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On January 3, 2022, the Board of Directors (the “Board”) of PetIQ, Inc. (the “Company”) increased the size of the Board from six (6) to seven (7) directors and elected Kenneth Walker, 47, to fill the vacancy on the Board, with such size increase and election effective January 3, 2022. 7.01 The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | d283421d8k.htm |
| 2022-01-05 | 8-K | 2021-12-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On December 6, 2021, PetIQ, Inc. (the “Company”) appointed Zvi Glasman as Chief Financial Officer (“CFO”) of the Company, effective January 3, 2022 (the “Effective Date”). 7.01 The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | d242524d8k.htm |
| 2021-11-03 | 8-K | 2021-11-03 | 2.02 Results of Operations and Financial Condition | 2.02 On November 3, 2021 PetIQ, Inc. (“the Company”) issued a press release announcing certain financial results for its three and nine months ended September 30, 2021. | petq-20211103x8k.htm |
| 2021-08-12 | 8-K/A | 2021-08-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 3, 2021, PetIQ, Inc. (the “Company”), announced that Chief Financial Officer, John Newland, will retire as an officer of the Company effective March 31, 2022, following its reporting of fiscal year 2021 results. | petq-20210803x8ka.htm |
| 2021-08-10 | 8-K | 2021-08-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 28, 2021, the Nominating and Corporate Governance Committee (“Committee) of the Board of Directors (“Board”) of PetIQ, Inc. (the “Company”), considered Ronald Kennedy’s conditional resignation, as disclosed on Form 8-K filed on July 6, 2021. | petq-20210803x8k.htm |
| 2021-08-04 | 8-K | 2021-07-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 28, 2021, the Nominating and Corporate Governance Committee (“Committee) of the Board of Directors (“Board”) of PetIQ, Inc. (the “Company”), considered Ronald Kennedy’s conditional resignation, as disclosed on Form 8-K filed on July 6, 2021. | petq-20210729x8k.htm |
| 2021-08-04 | 8-K | 2021-07-29 | 2.02 Results of Operations and Financial Condition | 2.02 On August 4, 2021 PetIQ, Inc. (“the Company”) issued a press release announcing certain financial results for its three and six months ended June 30, 2021. | petq-20210729x8k.htm |
| 2021-07-06 | 8-K | 2021-06-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 The disclosure set forth below under Item 5.07 regarding the conditional resignation of Mr. Ronald Kennedy as a director of PetIQ, Inc. (the “Company”) is incorporated herein by reference. 5.07 The Company held its Annual Meeting of Stockholders on June 29, 2021 (the “Annual Meeting”) at the Company’s headquarters located at 230 East Riverside Drive, Eagle, Idaho 83616. | petq-20210629x8k.htm |
| 2021-05-05 | 8-K | 2021-05-05 | 2.02 Results of Operations and Financial Condition | 2.02 On May 5, 2021 PetIQ, Inc. (“the Company”) issued a press release announcing certain financial results for its three months ended March 31, 2021. | petq-20210505x8k.htm |
| 2021-04-19 | 8-K | 2021-04-13 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events | 1.01 On April 13, 2021, PetIQ, LLC (“Opco”), an operating subsidiary of PetIQ, Inc. (the “Company”) entered into an asset-based credit agreement with KeyBank National Association, as administrative agent and collateral agent, and the lenders party thereto (the “ABL Facility”), that provides senior secured financing of $125.0 million (which may be increased by up to $50.0 million in certain circumstances), subject to a borrowing base limitation. 1.02 Simultaneously with Opco’s entry into the ABL Facility and the Term Facility, it repaid in full all outstanding indebtedness under, and terminated, its existing (i) Amended and Restated Credit Agreement dated as of January 17, 2018 among Opco, as borrower and borrower representative, the other credit parties party thereto, the lenders party thereto and East West Bank, as administrative agent, letter of credit issuer and swingline lender, as subsequently amended from time to time (the “Existing ABL Credit Agreement”), and (ii) Amended and Restated Term Loan Credit Agreement dated as of July 8, 2019 among Opco, as borrower, the lenders party thereto and Ares Capital Corporation, as administrative agent, as subsequently amended from time to time (the “Existing Term Credit Agreement”, and together with the Existing ABL Credit Agreement, the “Existing Credit Agreements”). 8.01 On April [15], 2021, the Company issued a press release announcing the entry into the ABL Facility and the Term Facility. | petq-20210413x8k.htm |
| 2021-02-25 | 8-K | 2021-02-25 | 2.02 Results of Operations and Financial Condition | 2.02 On February 25, 2021 PetIQ, Inc. (“the Company”) issued a press release announcing certain financial results for its three months and full year ended December 31, 2020. | petq-20210225x8k.htm |
| 2021-02-24 | 8-K | 2021-02-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.02 On February 19, 2021, the Board of Directors (the “Board”) of PetIQ, Inc. (the “Company”) increased the size of the Board from five (5) to seven (7) directors and appointed Kimberly Lefko, 48, and Sheryl Oloughlin, 54, (collectively, the “New Directors”) to fill vacancies on the Board, with such size increase and appointments effective March 2, 2021. 5.03 On February 19, 2021, the Board adopted an amendment to Section 1.8 of Article I of the Company’s Bylaws (as so amended, the “Amended and Restated Bylaws”) to change the voting standard for the election of uncontested elections from a plurality standard to a majority voting standard. | petq-20210224x8k.htm |
| 2020-12-23 | 8-K | 2020-12-17 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 On December 17, 2020, James Clarke, a member of the Board of Directors (the “Board”) of PetIQ, Inc. (the “Company”), notified the Board that he would resign from the Board effective December 31, 2020. 8.01 The Board understands the importance of adding diverse, experienced talent to the Board and the Nominating and Corporate Governance Committee of the Board is in the process of a director search process. | petq-20201217x8k.htm |
| 2020-11-05 | 8-K | 2020-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2020 PetIQ, Inc. (“the Company”) issued a press release announcing certain financial results for its three and nine months ended September 30, 2020. | petq-20201105x8k.htm |
| 2020-08-06 | 8-K | 2020-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2020 PetIQ, Inc. (“the Company”) issued a press release announcing certain financial results for its three and six months ended June 30, 2020. | tmb-20200806x8k.htm |
| 2020-08-03 | 8-K | 2020-07-28 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure | 1.01 In connection with the closing of the previously announced acquisition (the “Acquisition) by PetIQ, LLC (“Buyer”), the operating subsidiary of PetIQ, Inc. (“Company”), of the U.S. rights to Capstar ® and CapAction ® and related assets (the “Assets”) from Elanco, US Inc. (the “Seller”), as described in Item 2.01 of this Current Report on Form 8-K, on July 28, 2020, Buyer entered into an amendment to its existing revolving credit agreement (the “Credit Agreement Amendment”) to allow for the completion of the Acquisition as well as the incurrence of up to $14.5 million of additional indebtedness relating to the construction of the Company’s new headquarters. 2.01 On July 31, 2020, the Company completed the Acquisition. 7.01 The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | tmb-20200728x8k.htm |
| 2020-06-30 | 8-K | 2020-06-25 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On June 25, 2020, Will Santana, a member of the Board of Directors (the “Board”) of PetIQ, Inc. (the “Company”), notified the Board that he would resign from the Board effective July 1, 2020. | tmb-20200625x8k.htm |
| 2020-06-18 | 8-K | 2020-06-18 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Company held its 2020 Annual Meeting on June 18, 2020 at 9:00 a.m., Mountain Daylight Time, at 923 S. Bridgeway Place, Eagle, Idaho 83616. | tmb-20200618x8k.htm |
| 2020-05-20 | 8-K | 2020-05-14 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 On May 14, 2020, the Company entered into a purchase agreement (the “Purchase Agreement”) by and among the Company, PetIQ Holdings, LLC (“Holdings”) and Jefferies LLC, as representative of the initial purchasers set forth therein (the “Initial Purchasers”) relating to the sale by the Company of $125,000,000 principal amount of the Company’s 4.00% Convertible Senior Notes due 2026 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. 2.03 The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03. 3.02 The information provided under Item 1.01 is incorporated herein by reference. 8.01 On May 14, 2020, the Company issued a press release announcing the pricing of the Notes. | tm2019728d2_8k.htm |
| 2020-05-14 | 8-K | 2020-05-14 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On May 14, 2020, PetIQ, LLC (“Opco”), the operating subsidiary of PetIQ, Inc. (the “Company”), entered into the Second Amendment (the “Second Amendment”) to the Amended and Restated Term Loan Credit Agreement, dated as of July 8, 2019, by and among Opco, the guarantors party thereto, Ares Capital Corporation (“Ares”) and each other lender party thereto, and Ares as administrative agent (the “Term Loan Agreement”). 8.01 On May 14, 2020, the Company issued a press release announcing its intention to offer, subject to market conditions and other factors, the Notes in an aggregate principal amount of $125,000,000 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, as amended (the “Securities Act”). | tm2019702-1_8k.htm |
| 2020-05-07 | 8-K | 2020-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2020 PetIQ, Inc. (“the Company”) issued a press release announcing certain financial results for its three months ended March 31, 2020. | tmb-20200507x8k.htm |
| 2020-03-20 | 8-K | 2020-03-20 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On March 20, 2020 PetIQ, Inc. (“the Company”) issued a press release announcing that out of an abundance of caution for its employees and customers in response to COVID-19, all veterinary community clinics and wellness centers will temporarily close effective Friday, March 20, 2020. 8.01 The scale and scope of the recent COVID-19 outbreak and resulting pandemic is unknown and, due to wellness center and community clinic closures and other factors, is likely to result in an adverse impact on our business at least for the near term. | f8-k.htm |
| 2020-03-10 | 8-K | 2020-03-10 | 2.02 Results of Operations and Financial Condition | 2.02 On March 10, 2020 PetIQ, Inc. (“the Company”) issued a press release announcing certain financial results for its three and twelve months ended December 31, 2019. | f8-k.htm |
| 2020-01-15 | 8-K | 2020-01-13 | 1.01 Entry into a Material Definitive Agreement | 1.01 On January 13, 2020, PetIQ, Inc. (the “Company”) entered into that certain Asset Purchase Agreement (the “Purchase Agreement”) by and between Elanco US Inc. (“Seller”), PetIQ, LLC (“Buyer”) and the Company (solely as a guarantor of Buyer’s obligations under the Purchase Agreement). | f8-k.htm |
| 2019-11-07 | 8-K | 2019-11-07 | 2.02 Results of Operations and Financial Condition | 2.02 On November 7, 2019, PetIQ, Inc. (“the Company”) issued a press release announcing certain financial results for its three and nine months ended September 30, 2019. | f8-k.htm |
| 2019-09-19 | 8-K | 2019-09-19 | 7.01 Regulation FD Disclosure | 7.01 On September 19, 2019, PetIQ, Inc. published to the investor relations section of its website a presentation which will be used by Company management in discussions with investors. | f8-k.htm |
| 2019-09-19 | 8-K/A | 2019-07-07 | 9.01 Financial Statements and Exhibits | 9.01 Audited combined financial statements of the Animal Health business of Perrigo Company plc which comprise the combined balance sheets as of December 31, 2018 and 2017, and the related combined statements of operations, equity, and cash flows for the years then ended, and the related notes to the combined financial statements, are attached hereto as Exhibit 99.1 and incorporated herein by reference. | f8-ka.htm |
| 2019-08-08 | 8-K | 2019-08-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective August 2, 2019, the Board of Directors (the “Board”) of PetIQ, Inc. (the “Company”) increased the size of the Board from seven (7) to eight (8) directors and appointed Scott Huff, 47, to fill the vacancy on the Board. | f8-k.htm |
| 2019-08-07 | 8-K | 2019-08-07 | 2.02 Results of Operations and Financial Condition | 2.02 On August 7, 2019, PetIQ, Inc. (“the Company”) issued a press release announcing certain financial results for its three and six months ended June 30, 2019. | f8-k.htm |
| 2019-07-09 | 8-K | 2019-07-07 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 8-K, on July 7, 2019, PetIQ, LLC (“Buyer”), the operating subsidiary of PetIQ, Inc. (“PetIQ” or the “Company”) entered into that certain First Amendment to Purchase and Sale Agreement by and among Buyer, L. Perrigo Company (“Seller”), Perrigo Company plc (“Seller Parent”) and PetIQ to amend the Purchase and Sale Agreement, dated May 8, 2019, by and among Buyer, Seller, Seller Parent and PetIQ (the “Amendment Agreement”). 2.01 On July 8, 2019, PetIQ announced that it had completed the previously announced acquisition of all of the outstanding capital stock of Sergeant’s Pet Care Products, Inc., including any assets related to the Business, from L. Perrigo Company, resulting in the Business becoming an indirect wholly-owned subsidiary of the Company (the “Acquisition”). 5.02 On July 8, 2019, in connection with the closing of the Acquisition, the Company announced that Michael Smith, 42, had been appointed to the role of Executive Vice President, Products. | d774928d8k.htm |
| 2019-05-31 | 8-K | 2019-05-29 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Company held its 2019 Annual Meeting on May 29, 2019 at 9:00 a.m., Mountain Daylight Time, at 923 S. Bridgeway Place, Eagle, Idaho 83616. | d750762d8k.htm |
| 2019-05-08 | 8-K | 2019-05-08 | 1.01 Entry into a Material Definitive Agreement | 1.01 On May 8, 2019, PetIQ, Inc. (“PetIQ” or the “Company”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) by and among PetIQ, LLC (“Buyer”), L. Perrigo Company (“Seller”), Perrigo Company plc and the Company. | f8-k.htm |
| 2019-05-08 | 8-K | 2019-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2019, PetIQ, Inc. (“the Company”) issued a press release announcing certain financial results for its three months ended March 31, 2019. | f8-k.htm |
| 2019-03-11 | 8-K | 2019-03-11 | 2.02 Results of Operations and Financial Condition | 2.02 On March 11 2019, PetIQ, Inc. (“the Company”) issued a press release announcing certain financial results for its full year and fiscal quarter ended December 31, 2018, as well as 2019 outlook. | f8-k.htm |
| 2018-11-13 | 8-K | 2018-11-13 | 2.02 Results of Operations and Financial Condition | 2.02 On November 13, 2018, PetIQ, Inc. (“the Company”) issued a press release announcing certain financial results for its three and nine months ended September 30, 2018. | f8-k.htm |
| 2018-10-17 | 8-K | 2018-10-17 | 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; 8.01 Other Events | 3.02 On October 17, 2018, PetIQ, Inc. (the “Company”), PetIQ Holdings, LLC (“Holdco”), PetIQ, LLC (“Buyer”), HBH Holdings Inc. (the “Seller”) and certain stockholders of the Seller entered into a Unit Purchase Agreement, pursuant to which the Buyer purchased from the Seller all of the issued and outstanding units of membership interest of HBH Enterprises LLC (the “Acquisition”). 7.01 Regulation FD Disclosure* On October 17, 2018, the Company issued a press release announcing the Acquisition. | f8-k.htm |
| 2018-10-02 | 8-K | 2018-09-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d632100d8k.htm |
| 2018-09-20 | 8-K | 2018-09-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 19, 2018, PetIQ, Inc. (the “Company”) announced that Susan Sholtis has been appointed to the role of President of the Company, effective October 1, 2018. | f8-k.htm |
| 2018-08-14 | 8-K | 2018-08-14 | 2.02 Results of Operations and Financial Condition | 2.02 On August 14, 2018, PetIQ, Inc. (“the Company”) issued a press release announcing certain financial results for its three and six months ended June 30, 2018. | f8-k.htm |
| 2018-06-12 | 8-K | 2018-06-12 | 7.01 Regulation FD Disclosure | 7.01 On June 12, 2018, PetIQ, Inc.’s (the “Company”) Chief Executive Officer, Cord Christensen and Chief Financial Officer, John Newland presented at the William Blair and Company Growth Stock Conference. | f8-k.htm |
| 2018-06-01 | 8-K | 2018-05-31 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 On May 31, 2018, at the 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”) of PetIQ, Inc. (the “Company”), stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to revise Article IV.1 in order to increase the number of authorized shares of Class B Common Stock from 8,401,521 to 100,000,000 (the “Share Amendment”). 5.07 The Company held its 2018 Annual Meeting on May 31, 2018 at 9:00 a.m., Mountain Daylight Time, at 923 S. Bridgeway Place, Eagle, Idaho 83616. | f8-k.htm |
| 2018-05-15 | 8-K | 2018-05-15 | 2.02 Results of Operations and Financial Condition | 2.02 On May 15, 2018, PetIQ, Inc. (“the Company”) issued a press release announcing certain financial results for its three months ended March 31, 2018. | f8-k.htm |
| 2018-04-02 | 8-K | 2018-04-02 | 7.01 Regulation FD Disclosure | 7.01 On April 2, 2018, PetIQ, Inc. (the “Company”) announced a conference call to review the historical financial information for Community Veterinary Clinics, LLC (d/b/a VIP Petcare), which the Company acquired in January 2018, and pro forma financial information on a consolidated basis as of and for the year ended December 31, 2017. | f8-k.htm |
| 2018-04-02 | 8-K/A | 2018-01-17 | 9.01 Financial Statements and Exhibits | 9.01 Audited consolidated financial statements of VIP which comprise the consolidated balance sheets as of December 31, 2017, 2016, and 2015, and the related consolidated statements of operations, members’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements, are attached hereto as Exhibit 99.1 and incorporated herein by reference. | f8-ka.htm |
| 2018-03-19 | 8-K | 2018-03-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective March 15, 2018, the Board of Directors (the “Board”) of PetIQ, Inc. (the “Company”) increased the size of the Board from six (6) to eight (8) directors and Larry R. Bird, 63, and Susan Sholtis, 51, (collectively, the “New Directors”) were appointed to fill the vacancies on the Board. | f8-k.htm |
| 2018-03-13 | 8-K | 2018-03-13 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On March 13, 2018, PetIQ, Inc. (“the Company”) issued a press release announcing certain financial results for its full year and fiscal quarter ended December 31, 2017, as well as certain operating and financial guidance for 2018. 8.01 On March 13, 2018, the Company issued a press release announcing its partnership with Walmart to open 20 veterinary clinics in Walmart locations within the next 90 days, marking the beginning of the Company’s plan to expand veterinary services to leading retailers following its acquisition of VIP Petcare in January 2018. | f8-k.htm |
| 2018-03-09 | 8-K | 2018-03-09 | 8.01 Other Events | 8.01 On March 9, 2018, the Company announced that its 2018 annual meeting of stockholders will be held at the Company’s headquarters at 923 S. Bridgeway Place, Eagle, Idaho, on May 31, 2018, at 9:00 a.m. | f8-k.htm |
| 2018-01-23 | 8-K | 2018-01-17 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 In connection with the closing of the Acquisition (as defined below) described in Item 2.01 of this Form 8-K, PetIQ, Inc. (“PetIQ” or the “Company”) entered into that certain Side Letter Agreement, dated January 17, 2018, by and among PetIQ Holdings, LLC (“Holdings”), PetIQ, LLC, Community Veterinary Clinics, LLC (“VIP”), VIP Petcare Holdings, Inc. (“VIP Holdings”), Will Santana, Kenneth Pecoraro, and the Equity Support Holders (as defined below) in order to modify the Purchase Agreement (as defined below) (the “Letter Agreement”). 2.01 On January 17, 2018, PetIQ, Inc. announced that it had completed the acquisition of all of the outstanding membership units of VIP, resulting in VIP becoming an indirect wholly-owned subsidiary of the Company (the “Acquisition”). 2.03 The information set forth in Item 1.01 with respect to the Revolving Credit Agreement and Term Credit Agreement is hereby incorporated by reference into this Item 2.03. 3.02 The information set forth in Item 2.01 is hereby incorporated by reference into this Item 3.02. 5.02 Upon closing of the Acquisition, the Company appointed Will Santana, age 45, as a member of the Board of Directors of PetIQ (the “Board”) and as Executive Vice President of PetIQ, LLC. | petq-20180117x8k.htm |
| 2018-01-08 | 8-K | 2018-01-05 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition | 1.01 On January 5, 2018, PetIQ, Inc. (“PetIQ” or the “Company”) entered into that certain Unit Purchase Agreement (the “Purchase Agreement”) by and among PetIQ, PetIQ Holdings, LLC (“Holdings”), PetIQ, LLC (“Buyer”), Community Veterinary Clinics, LLC (“VIP”), VIP Petcare Holdings, Inc. (“VIP Holdings”), Will Santana and Kenneth Pecoraro. 2.02 On January 8, 2018, the Company reported preliminary unaudited financial guidance for the full year 2017. | f8-k.htm |
| 2017-11-06 | 8-K | 2017-11-06 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On November 6, 2017, PetIQ, Inc. issued a press release announcing financial results for its fiscal quarter ended September 30, 2017. 5.02 On November 6, 2017, the Company announced that on October 31, 2017, Scott Adcock, President of PetIQ, member of the Board of Directors, and a named executive officer, tendered his resignation to the Company and resigned as a member of the Board of Directors, effective immediately. | f8-k.htm |
| 2017-08-16 | 8-K | 2017-08-14 | 2.02 Results of Operations and Financial Condition | 2.02 On August 14, 2017, PetIQ, Inc. held a public telephone call to discuss its financial results for the fiscal quarter ended June 30, 2017. | d439336d8k.htm |
| 2017-08-14 | 8-K | 2017-08-14 | 2.02 Results of Operations and Financial Condition | 2.02 On August 14, 2017, PetIQ, Inc. issued a press release announcing financial results for its fiscal quarter ended June 30, 2017. | f8-k.htm |