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 21,
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. ☐
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Item 7.01. |
Regulation FD
Disclosure.
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On March 21, 2023, Build-A-Bear Workshop, Inc. (the “Company”) will
participate in a fireside chat at the D.A. Davidson 6th Annual
Consumer Growth Conference, held at the Thompson Central Park Hotel
in New York City. Sharon Price John, President and Chief Executive
Officer, will host the presentation scheduled at 1:15 p.m. Eastern
Time. The audio portion of the fireside chat will be available on
the Company’s Investor Relations website,
http://IR.buildabear.com and will remain available
for 90 days following the event. The investor
presentation is attached hereto as Exhibit 99.1 and is incorporated
herein by reference. A copy of the investor presentation is also
available on the Investor Relations section of the Company’s web
site at
http://IR.buildabear.com.
To supplement its financial statements presented in accordance with
Generally Accepted Accounting Principles (“GAAP”), the Company
used, in its investor presentation, certain non-GAAP measures of
financial performance. The Company believes that these non-GAAP
measures will allow for a better evaluation of the operating
performance of the business and facilitate a meaningful comparison
of the Company’s results in the current period to those in prior
periods and future periods. Reference to these non-GAAP measures
should not be considered as a substitute for results that are
presented in a manner consistent with GAAP. These non-GAAP measures
are provided to enhance investors’ overall understanding of the
Company’s financial performance.
* * * * *
The information furnished in, contained, or incorporated by
reference into Item 7.01 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
7.01.
This Current Report on Form 8-K and the investor presentation
attached hereto as Exhibit 99.1, respectively, 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 Financial
Statements and Exhibits.
(d) Exhibits
Exhibit Number
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Description of Exhibit
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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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 21, 2023 |
By: |
/s/ Voin Todorovic
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Name: Voin Todorovic
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Title: Chief Financial Officer
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