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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 24, 2025
PetMed Express, Inc.
(Exact name of registrant as specified in its charter)
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Florida |
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000-28827 |
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65-0680967 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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420 South Congress Avenue, Delray Beach, Florida 33445
(Address of principal executive offices) (Zip Code)
(561) 526-4444
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $.001 per share |
PETS |
NASDAQ Global Select Market |
| Preferred Stock Purchase Rights |
N/A |
NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On July 24, 2025, Diana Garvis Purcel notified the board of directors (the “Board”) of PetMed Express, Inc. (the “Company”) of her decision to resign effective immediately as a member of the Board, including from her position as Chair of the Audit Committee of the Board and as a member of the Audit Committee and of the Compensation and Human Capital Committee of the Board. Ms. Purcel has informed the Company that her decision to resign as a member of the Board was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. A copy of Ms. Purcel’s resignation letter is attached to this Current Report on Form 8-K as Exhibit 99.1. Effective as of Ms. Purcel’s resignation, the Board appointed Leslie C.G. Campbell, the Chair of the Board, to serve on the Audit Committee and as the Chair of the Audit Committee.
Pursuant to the authority of the Board under the Company’s Third Amended and Restated Bylaws to establish the number of directors on the Board from time to time, on July 24, 2025 and effective as of the resignation of Ms. Purcel from the Board, the Board reduced the size of the Board from seven (7) directors to six (6) directors.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit No. |
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements. Words such as “may,” “could,” “expect,” “project,” “outlook,” “strategy,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “strive,” “goal,” “continue,” “likely,” “will,” “would” and other similar words and expressions are intended to signify forward-looking statements. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain and are subject to various risks and uncertainties, including: statements regarding the Company’s ability to complete the filing of the Form 10-K within the anticipated time period; the Company’s ability to regain compliance with Nasdaq listing standards; and the time and effort required to complete the Company’s financial statements for its fiscal year ending March 31, 2025. The Company’s future results may also be impacted by other risk factors listed from time to time in the Company’s filings with the SEC, including, but not limited to, the Company's Annual Report on Form 10-K for the year ended March 31, 2024, as well as other subsequent filings on Form 10-Q and periodic filings on Form 8-K. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report on Form 8-K and should not be relied upon as representing the Company’s views as of any subsequent date. The Company explicitly disclaims any obligation to update any forward-looking statements, other than as may be required by law. If the Company does update one or more forward-looking statements, no inference should be made that the Company will make additional updates with respect to those or other forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 28, 2025
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PETMED EXPRESS, INC. |
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By: |
/s/ Robert Lawsky |
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Name: |
Robert Lawsky |
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Title: |
General Counsel |
EX-99
2
exhibit991.htm
EX-99.1
Document
RESIGNATION LETTER
July 24, 2025
The Board of Directors, Inc. PetMed Express, Inc.
420 South Congress Avenue Delray Beach, Florida 33445
Ladies and Gentlemen:
Please accept this letter as my formal resignation from the board of directors of PetMed Express, Inc. (the “Company”) effective immediately. Please note that my resignation is not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
I have appreciated the opportunity to serve on the Company’s board and wish you and the Company the best as you continue to move forward.
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PETMED EXPRESS, INC. |
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By: |
/s/ Diana Purcel |
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Name: |
Diana Purcel |
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