0001803914FALSE00018039142025-08-222025-08-22
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): August 22, 2025
PLAYBOY, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-39312 |
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37-1958714 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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10960 Wilshire Blvd., Suite 2200
Los Angeles, California
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90024 |
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Registrant’s telephone number, including area code: (310) 424-1800
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:
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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 $0.0001 per share |
PLBY |
Nasdaq Global 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 ☐
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. ☐
Item 3.02 Unregistered Sales of Equity Securities.
On August 22, 2025, Playboy, Inc. (the “Company”) completed the conversion (the “Conversion”) of all remaining 21,000.00001 outstanding shares of the Company’s Series B Convertible Preferred Stock (the “Series B Stock”) into 12,439,730 shares of the Company’s common stock (the “Common Stock”), at a conversion price of $1.74448 per share, in accordance with the terms of the Series B Stock. As a result of the Conversion, the Company no longer has any shares of preferred stock outstanding and has 107,548,055 shares of Common Stock outstanding. Holders of the Series B Stock had their shares converted to Common Stock on a pro rata basis. The Company did not receive any proceeds in connection with the Conversion. The Common Stock issued in the Conversion was issued as restricted stock and in reliance upon the exemption from registration in Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
Item 7.01 Regulation FD Disclosure.
On August 25, 2025, the Company issued a press release regarding the Conversion. A copy of the press release is attached hereto as Exhibit 99.1.
The information disclosed under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not otherwise be subject to the liabilities of that section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, regardless of any general incorporation language in such filing.
Cautionary Note Regarding Forward Looking Statements
Statements in this Current Report on Form 8-K or in the press release that are not statements of historical fact may be forward-looking statements that reflect management’s current expectations, assumptions and estimates of future performance and economic conditions of the Company’s management team. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “anticipates,” “believes,” “desires,” “plans,” “expects,” “intends,” “will,” “potential,” “hope” and similar expressions are intended to identify forward-looking statements. The assumptions and expectations expressed in these forward-looking statements are subject to various risks and uncertainties and, therefore, may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. These forward-looking statements may include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions for the future. Detailed information regarding risks factors that may cause actual results to differ materially from those expressed or implied by statements in this Current Report on Form 8-K and the press release, including any documents incorporated by reference herein, may be found in the Company’s filings with the Securities Exchange Commission (the “SEC”), including under sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Report on Form 8-K filed with the SEC, as well as the Company’s other filings with the SEC, copies of which may be obtained from the SEC’s website, www.sec.gov. All forward-looking statements included in this Current Report on Form 8-K and in the press release, and in the other documents the Company files with the SEC, are made only as of the date of this Current Report on Form 8-K and, as applicable, the date of the other documents the Company files with the SEC. The Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances that subsequently occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading this Current Report on Form 8-K and the other documents the Company files with the SEC are cautioned not to place undue reliance on such forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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| 99.1 |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
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Dated: August 25, 2025 |
PLAYBOY, INC. |
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By: |
/s/ Chris Riley |
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Name: |
Chris Riley |
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General Counsel & Secretary |
EX-99.1
2
ex991playboypressreleaseau.htm
EX-99.1
Document
Exhibit 99.1
Playboy Converts Remaining Preferred Shares to Common Stock at Over $1.74 Per Share
Company Continues to Improve Balance Sheet
LOS ANGELES, August 25, 2025 (GLOBE NEWSWIRE) -- Playboy, Inc. (NASDAQ: PLBY) (the “Company” or “Playboy”), one of the most recognizable and iconic brands in the world, today announced that it converted the remaining outstanding shares (the “Conversion”) of its Series B Convertible Preferred Stock (the “Series B Stock”) into shares of its common stock (the “Common Stock”) as it continues to streamline its balance sheet.
The Company converted all remaining Series B Stock into 12,439,730 shares of the Company’s Common Stock at a conversion price of $1.74448 per share in accordance with the terms of the Series B Stock. The conversion price represents a more than 6% premium to the Common Stock’s closing price on August 21, 2025, the date of the Conversion, and a more than 16% premium to the per share price in the Company’s private placement of Common Stock in the fourth quarter of 2024. As a result of the Conversion, the Company no longer has any preferred stock outstanding and has 107,548,055 shares of Common Stock outstanding. As of the date of the Conversion, the Company had approximately $128 million in net debt, a reduction of approximately $70 million over the past 12 months. The Company did not receive any proceeds in connection with the Conversion.
The final conversion of the Series B Stock reflects the view of Playboy’s Board of Directors that the Company’s share price continues to be undervalued, as well as the Company’s ongoing efforts to streamline its balance sheet and deleverage the Company. By completing the Conversion at an above-market-price and in advance of maturity of the Series B Stock, the Company has calculated its undiscounted interest savings through the remaining term of the Series B Stock to be $6.992 million, which was scheduled to run through the end of 2027 prior to the Conversion.
About Playboy, Inc.
Playboy is a global pleasure and leisure company connecting consumers with products, content, and experiences that help them lead more fulfilling lives. Playboy, is one of the most recognizable brands in the world, with products and content available in approximately 180 countries. Playboy’s mission—to create a culture where all people can pursue pleasure—builds upon over 70 years of creating groundbreaking media and hospitality experiences and fighting for cultural progress rooted in the core values of equality, freedom of expression and the idea that pleasure is a fundamental human right. Learn more at https://investors.playboy.com/.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect”, “estimate”, “project”, “budget”, “forecast”, “anticipate”, “intend”, “plan”, “may”, “will”, “could”, “should”, “believes”, “predicts”, “potential”, “continue”, and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to future performance, growth plans and anticipated financial impacts of its strategic opportunities and corporate transactions.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from those discussed in the forward-looking statements. Factors that may cause such differences include, but are not limited to: (1) the inability to maintain the listing of the Company’s shares of common stock on Nasdaq; (2) the risk that the Company’s completed or proposed transactions disrupt the Company’s current plans and/or operations, including the risk that the Company does not complete any such proposed transactions or achieve the expected benefits from any transactions; (3) the ability to recognize the anticipated benefits of corporate transactions, commercial collaborations, commercialization of digital assets, cost reduction initiatives and proposed transactions, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably, and the Company’s ability to retain its key employees; (4) costs related to being a public company, corporate transactions, commercial collaborations and proposed transactions; (5) changes in applicable laws or regulations; (6) the possibility that the Company may be adversely affected by global hostilities, supply chain delays, inflation, interest rates, tariffs, foreign currency exchange rates or other economic, business, and/or competitive factors; (7) risks relating to the uncertainty of the projected financial information of the Company, including changes in the Company’s estimates of cash flows and the fair value of certain of its intangible assets, including goodwill; (8) risks related to the organic and inorganic growth of the Company’s businesses, and the timing of expected business milestones; (9) changing demand or shopping patterns for the Company’s products and services; (10) failure of licensees, suppliers or other third-parties to fulfill their obligations to the Company; (11) the Company’s ability to comply with the terms of its indebtedness and other obligations; (12) changes in financing markets or the inability of the Company to obtain financing on attractive terms; and (13) other risks and uncertainties indicated from time to time in the Company’s annual report on Form 10-K, including those under “Risk Factors” therein, and in the Company’s other filings with the Securities and Exchange Commission. The Company cautions that the foregoing list of factors is not exclusive, and readers should not place undue reliance upon any forward-looking statements, which speak only as of the date which they were made. The Company does not undertake any obligation to update or revise any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.
Contact:
Investors: FNK IR – Rob Fink / Matt Chesler, CFA – investors@playboy.com
Media: press@playboy.com