8-K - CarParts.com, Inc. | StockGist

AI Analysis

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CarParts.com, Inc. entered a Purchase Agreement on March 21, 2026, to issue and sell 10,000,000 shares of common stock at $0.80 per share for $8.0 million gross proceeds in a private placement, with net proceeds to fund inventory investments. Accompanying Investor Rights Agreement and Convertible Note Amendments were executed, alongside a press release on JC Whitney collaboration with A-Premium.

Key Takeaways

1Purchase Agreement dated March 21, 2026, for 10,000,000 shares at $0.80 per share, gross proceeds $8.0 million.

2Purchasers: GLOBAL FORCE INTERNATIONAL LIMITED, HONG KONG QINGFA TRADING LIMITED, SUMMIT FLOW CAPITAL LIMITED, FOXWIN INVESTMENT MANAGEMENT LLC.

3Six-month lock-up on shares from closing, with Company right of first refusal and proportional voting.

4Investor Rights Agreement grants resale registration rights and board designation if Purchasers hold >=10% beneficial ownership.

5Convertible Note Amendments dated March 24, 2026, require share reservation efforts post-May 8, 2027.

6Press release announces collaboration with A-Premium for 30,000 JC Whitney-branded SKUs.

Current Report Details

Event Type

Material Agreement

Securities Issuance

Exhibits On

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

of this Current Report on Form 8-K is incorporated by reference. Item 8.01 Other Events. On March 24, 2026, the Company issued a press release announcing the Tr

Material Agreement

Source Document

3.02

Unregistered Sale of Securities Based in part on representations made by the Purchasers in the Purchase Agreement, the sale of the Shares to the Purchasers will

Securities Issuance

9.01

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Purchase Agreement, dated as of March 21, 2026, by and among CarParts.com,

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Purchase AgreementInvestor Rights AgreementConvertible Note Amendments
Parties: CarParts.com, Inc., Purchasers (GLOBAL FORCE INTERNATIONAL LIMITED, HONG KONG QINGFA TRADING LIMITED, SUMMIT FLOW CAPITAL LIMITED, FOXWIN INVESTMENT MANAGEMENT LLC), Holders (of Convertible Notes from September 8, 2025)

•Issue 10,000,000 shares of Common Stock at $0.80 per share for $8.0 million gross proceeds.
•Closing subject to typical conditions; not earlier than Convertible Note Amendments.
•Six-month transfer/hedge restriction on Shares, Company five business day right of first purchase, proportional voting.
•Resale registration rights; board designation right if >=10% beneficial ownership.
•Amend Section 7 of Convertible Notes: best efforts for stockholder approval if <20M authorized shares by May 8, 2027; reserve shares thereafter.

Exhibits (5)

10.1

EXHIBIT 10.1

10.2

EXHIBIT 10.2

10.3

EXHIBIT 10.3

8-K

99.1

EXHIBIT 99.1