Business Context and Reporting Period
This Form 8-K was filed by Noodles & Company on April 5, 2017, reporting a corporate event regarding the conversion of preferred stock. The company is a Delaware corporation headquartered in Broomfield, Colorado.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, or debt levels. The only financial figure disclosed relates to a prior capital transaction:
- Historical Proceeds: $18,500,000 (aggregate gross proceeds received in February 2017 for the issuance of Series A Convertible Preferred Stock).
Material Changes
The material change reported is the election to convert outstanding preferred stock into common stock:
- Event: The Company exercised its Conversion Option on April 5, 2017, to convert 18,500 shares of Series A Convertible Preferred Stock held by L Catterton.
- Result: The conversion will result in the issuance of 4,252,873 shares of Class A Common Stock.
- Timing: The conversion and issuance are expected to occur on April 12, 2017.
- Post-Conversion Status: No Preferred Shares will remain outstanding after the transaction.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future operations, or discussion of risks and contingencies. The document strictly details the mechanics of the stock conversion previously agreed upon in the February 8, 2017, Securities Purchase Agreement.
Investor Verification Checklist
- Verify the exact number of new shares issued (4,252,873) and the resulting impact on total shares outstanding.
- Confirm the completion date of the conversion (expected April 12, 2017).
- Review the February 9, 2017, Form 8-K and the Certificate of Designations for the full terms of the Series A Convertible Preferred Stock.
- Assess the dilution impact of the new common shares on existing shareholders.