Blue Apron Announces Commencement of Fully Backstopped $45 Million Rights Offering

Blue Apron Holdings, Inc. (NYSE: APRN) announced today that it has commenced a $45.0 million rights offering as part of its planned $78.0 million capital raise, each as previously disclosed in the Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on September 15, 2021.

Under the terms of the rights offering, the company is distributing non-transferable subscription rights to each holder of its Class A common stock (as well as the holders of certain warrants issued to the company’s lenders) held as of 5:00 p.m. Eastern Standard Time on October 8, 2021, the record date for the rights offering. The subscription rights may be exercised at any time during the subscription period, which commenced on October 12, 2021. The rights will expire if they are not exercised by 5:00 p.m., Eastern Standard Time, on October 28, 2021, unless the company extends the rights offering subscription period.

The rights offering is fully backstopped by RJB Partners LLC under a purchase agreement, which commits RJB Partners LLC to purchase any and all shares of Class A common stock and warrants unsubscribed in the rights offering, subject to certain customary closing conditions, including completion of the rights offering. RJB Partners LLC has also committed to a $30.0 million private placement investment on the same terms as the rights offering.

Each subscription right will entitle the eligible holder to purchase for a subscription price of $1.8505 (i) approximately 0.185056 shares of Class A common stock, (ii) one seven-year warrant to purchase approximately 0.148045 shares of Class A common stock at an exercise price of $15.00 per share, (iii) one seven-year warrant to purchase approximately 0.074022 shares of Class A common stock at an exercise price of $18.00 per share, and (iv) one seven-year warrant to purchase approximately 0.037011 shares of Class A common stock at an exercise price of $20.00 per share. The company will not issue any fractional shares or warrants upon exercise of any subscription rights in the rights offering and any such fractional shares or warrants will be rounded down to the nearest whole share or warrant, respectively. Holders must exercise subscription rights which would result in the issuance of at least one (1) whole share of Class A common stock to participate in the rights offering.

Blue Apron intends to use the net proceeds of the full $78.0 million capital raise for working capital and general corporate purposes, including to accelerate its growth strategy to drive new customers and associated revenue growth, to build a framework to establish an ESG program, and to increase wages, benefits and training for its hourly employees. The company is also permitted by the terms of the purchase agreement to repay up to $5.0 million of outstanding indebtedness with capital raise proceeds.

The company intends to commence mailing subscription certificates evidencing the subscription rights and a copy of the prospectus for the rights offering to eligible holders of record on October 12, 2021. Holders of shares of Class A common stock in “street name” through a brokerage account, bank or other nominee will not receive physical subscription certificates evidencing the rights and must instruct their broker, bank or nominee whether to exercise subscription rights on their behalf. For any questions or further information about the rights offering, please call Georgeson LLC, the information agent for the rights offering, at 800-903-2897.

The company reserves the right to cancel or terminate the rights offering at any time with the consent of RJB Partners LLC. The rights are non-transferable. As such, stockholders will not be able to sell their subscription rights if they do not wish to exercise them.

Other Important Information

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of any securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

A registration statement on Form S-3 (File No. 333-259677) relating to the rights offering has been filed with and declared effective by the SEC. The rights offering is being made only by means of a prospectus, copies of which will be delivered to eligible holders of record and can be accessed through the SEC’s website at www.sec.gov. A copy of the prospectus may also be obtained from the information agent, Georgeson LLC, at 800-903-2897. Additional information regarding the rights offering is set forth in the prospectus filed with the SEC. Stockholders are urged to carefully review the prospectus and subscription materials the company will provide and consult with their own legal and financial advisors in deciding whether or not to exercise the rights.

About Blue Apron

Blue Apron’s vision is “better living through better food.” Launched in 2012, Blue Apron offers fresh, chef-designed recipes that empower home cooks to embrace their culinary curiosity and challenge their abilities to see what a difference cooking quality food can make in their lives. Through its mission to spark discovery, connection and joy through cooking, Blue Apron continuously focuses on bringing incredible recipes to its customers, while minimizing its carbon footprint, reducing food waste, and promoting diversity and inclusion.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, those regarding the timing and completion of the proposed rights offering, the use of proceeds from the proposed rights offering and related private placement financings, the company’s plans for adopting certain environmental, sustainability and governance changes in connection with the rights offering and related private placement financings, and the company’s plans, strategies, and prospects for its business. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “hope,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from current expectations and beliefs, including, but not limited to: risks and uncertainties related to: whether the rights offering and related private placement financings will be completed in a timely manner, or at all; the risk that all of the closing conditions under the purchase agreement relating to the private placement financings are not satisfied; the occurrence of any event, change or other circumstance that could give rise to the termination of such private placement purchase agreement; market and other conditions; the satisfaction of customary closing conditions related to the rights offering; risks related to the diverting of management’s attention from Blue Apron’s ongoing business operations; the impact of general economic, industry or political conditions in the United States or internationally including the ongoing COVID-19 pandemic and other important risk factors set forth under the caption “Risk Factors” in the Form S-3 filed with the SEC, in Blue Apron’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 and in any other subsequent filings made with the SEC by Blue Apron. There can be no assurance that Blue Apron will be able to complete the rights offering or related private placement financings on the anticipated terms, or at all. Any forward-looking statements contained in this press release speak only as of the date hereof, and Blue Apron specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

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