Vince Holding Corp. (NYSE:VNCE) Files An 8-K Unregistered Sales of Equity Securities

Vince Holding Corp. (NYSE:VNCE) Files An 8-K Unregistered Sales of Equity SecuritiesItem 9.01Unregistered Sales of Equity Securities.

On September 8, 2017, in connection with the closing of its previously-announced rights offering, Vince Holding Corp. (“Vince”) issued an aggregate of 17,831,247 shares (the “Shares”) of its common stock, par value $0.01 per share, to Sun Cardinal, LLC and SCSF Cardinal, LLC, affiliates of Sun Capital Partners, Inc. (collectively, the “Investors”) for an aggregate purchase price of approximately $8.0 million, to the previously disclosed Investment Agreement, dated as of August 10, 2017, between Vince and the Investors. The Investors purchased the Shares at the rights offering subscription price of $0.45 per share.

The sale of the Shares was made in reliance on the exemption from registration of Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 6, 2017, Vince filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of its common stock from one hundred million (100,000,000) shares of common stock to two hundred fifty million (250,000,000) shares of common stock (the “Authorized Shares Increase”).The Authorized Shares Increase was effective upon filing the Certificate of Amendment with the Secretary of State of the State of Delaware.The Authorized Shares Increase was approved by Vince’s board of directors on August 7, 2017 and the shareholders holding a majority of the total issued and outstanding shares of common stock on August 8, 2017. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.01.

Item 9.01Other Events.

On September 8, 2017, Vince completed its rights offering and, in connection therewith, issued approximately 48.8 million shares of common stock to the rights offering participants, raising gross proceeds of approximately $22.0 million.The Company raised aggregate gross proceeds of $30.0 million between the rights offering and related backstop investment to the Investment Agreement.

(d) Exhibits

VINCE HOLDING CORP. ExhibitEX-3.01 2 vnce-ex301_7.htm EX-3.01 vnce-ex301_7.htm Exhibit 3.01 CERTIFICATE OF AMENDMENT   OF   AMENDED AND RESTATED CERTIFICATE OF INCORPORATION   OF   VINCE HOLDING CORP.   (under Section 242 of the Delaware General Corporation Law) Pursuant to Section 242 of the General Corporation Law of the State of Delaware,…To view the full exhibit click here
About Vince Holding Corp. (NYSE:VNCE)
Vince Holding Corp. (Vince) is a contemporary fashion brand known for modern style and everyday luxury essentials. The Company offers a range of women’s and men’s apparel, women’s and men’s footwear, and handbags. It operates in two segments: wholesale and direct-to-consumer. Its wholesale segment consists of sales to department stores and specialty stores in the United States and in select international markets. Its direct-to-consumer segment includes its retail and outlet stores, and its e-commerce business. It operates approximately 50 stores, which consisted of over 30 Company-operated full-price retail stores and over 10 Company-operated outlet locations. The direct-to-consumer segment also includes its e-commerce Website, www.vince.com. It offers women’s line under the Vince brand, which includes seasonal collections of cashmere sweaters and silk blouses, leather and suede leggings and jackets, dresses, denim, pants, tanks and t-shirts, and an assortment of outerwear. Vince Holding Corp. (NYSE:VNCE) Recent Trading Information
Vince Holding Corp. (NYSE:VNCE) closed its last trading session up +0.001 at 0.520 with 167,206 shares trading hands.