UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 9,
2023
Build-A-Bear Workshop,
Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-32320
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43-1883836
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(State or
Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification No.)
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415 South 18th St., St.
Louis, Missouri
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63103
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(Address of
Principal Executive Offices)
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(Zip
Code)
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(314)
423-8000
(Registrant’s Telephone Number, Including Area Code)
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):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ 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
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.01 per
share
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BBW
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New York Stock Exchange
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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
2.02. |
Results
of Operations and Financial Condition. |
On March 9, 2023, Build-A-Bear Workshop, Inc. (the “Company”)
issued a press release setting forth results for the Company’s 2022
fourth fiscal quarter and full 2022 fiscal year ended January 28,
2023. A copy of the Company’s press release is being
furnished as Exhibit 99.1 and hereby incorporated by
reference.
* * * * *
The Company reports its financial results in accordance with
generally accepted accounting principles (“GAAP”). In the
press release furnished as Exhibit 99.1 hereto, the Company has
supplemented the reporting of its financial information determined
in accordance with GAAP with certain non-GAAP financial
measures. These results are included as a complement to
results provided in accordance with GAAP because management
believes these non-GAAP financial measures help identify underlying
trends in the Company’s business and provide useful information to
both management and investors by excluding certain items that may
not be indicative of the Company’s core operating results.
These measures should not be considered as a substitute for or
superior to GAAP results.
The information furnished in, contained, or incorporated by
reference into Item 2.02 above, including Exhibit 99.1 attached
hereto, is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities and Exchange Act of 1934
(the “Exchange Act”) or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 (the “Securities Act”),
as amended, or the Exchange Act, regardless of any general
incorporation language in such filing. In addition, this
report (including Exhibit 99.1) shall not be deemed an admission as
to the materiality of any information contained herein that is
required to be disclosed solely as a requirement of Item
2.02.
This Current Report on Form 8-K and the press release attached
hereto as Exhibit 99.1 contain certain statements that may be
deemed to be “forward-looking statements” within the meaning of
Section 27A of the Securities Act and Section 21E of the
Exchange Act. All statements in this report and in such exhibit not
dealing with historical results are forward-looking and are based
on various assumptions. The forward-looking statements in this
report and in such exhibit are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed in or implied by the statements. Factors that may cause
actual results to differ materially from those contemplated by such
forward-looking statements include, among other things: statements
regarding the Company’s goals, intentions, and expectations;
business plans and growth strategies; estimates of the Company’s
risks and future costs and benefits; forecasted demographic and
economic trends relating to the Company’s industry; and other risk
factors referred to from time to time in filings made by the
Company with the Securities and Exchange Commission.
Forward-looking statements speak only as to the date they are made.
The Company does not undertake to update forward-looking statements
to reflect circumstances or events that occur after the date the
forward-looking statements are made. The Company disclaims any
intent or obligation to update these forward-looking
statements.
Item 9.01.
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Financial Statements and
Exhibits. |
(d) Exhibits
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.
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BUILD-A-BEAR
WORKSHOP, INC. |
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Date:
March 9, 2023
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By:
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/s/ Voin Todorovic
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Name: |
Voin Todorovic |
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Title: |
Chief Financial Officer |