Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-266197
Prospectus Supplement No. 8
(To Prospectus dated September 16, 2022)
GROVE COLLABORATIVE HOLDINGS, INC.
This prospectus supplement updates, amends and supplements the prospectus dated September 16, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-266197). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update, amend, and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 25, 2023, which is set forth below.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Our shares of Class A Common Stock are listed on The New York Stock Exchange under the symbol “GROV.” On May 24, 2023, the closing sale price of our Class A Common Stock was $0.53 per share.
We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in shares of our Class A Common Stock involves risks that are described in the “Risk Factors” section beginning on page 10 of the Prospectus.
Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is May 25, 2023
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): May 24, 2023
GROVE COLLABORATIVE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-40263 | | 88-2840659 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | |
1301 Sansome Street San Francisco, California | | 94111 |
| (Address of principal executive offices) | | (Zip Code) |
(800) 231-8527
(Registrant’s telephone number, including area code)
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 |
| Class A common stock, par value $0.0001 | | GROV | | New York Stock Exchange |
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | | GROV.WS | | New York Stock Exchange |
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 5.07 Submission of Matters to a Vote of Security Holders.
At the 2023 annual meeting of stockholders of Grove Collaborative Holdings, Inc. (the "Company") held on May 24, 2023 (the "Annual Meeting"), the following proposals were submitted to the stockholders of the Company:
Proposal 1: The election of two Class I directors to hold office until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified.
Proposal 2: The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2023.
Proposal 3: The approval an amendment to the Company's certificate of incorporation to effect a reverse stock split of its Class A common stock and Class B common stock, using a split ratio of not less than 1-for-5 and not more than 1-for-25, with the specific ratio and the implementation and timing of such Reverse Stock Split to be determined in the discretion of the Company's board of directors (the "Reverse Stock Split Proposal").
For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 14, 2023. Of the 178,676,519 shares of the Company’s common stock entitled to vote at the Annual Meeting, 104,914,138 shares, or approximately 77.14% of the total voting power were represented at the meeting in person or by proxy, constituting a quorum. The voting totals set forth below include Class B common stock, which has 10 votes per share, while Class A common stock has one vote per share. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:
Proposal 1: Election of Directors.
The Company’s stockholders elected the following nominees to serve as Class I directors until the 2026 annual meeting of stockholders. The votes regarding the election of directors were as follows:
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| Director | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Stuart Landesberg | | 462,133,208 | | 498,645 | | 21,454,526 |
| Kristine Miller | | 459,626,629 | | 3,005,224 | | 21,454,526 |
Proposal 2: Ratification of Appointment of Ernst & Young LLP.
The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes regarding this proposal were as follows:
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| Votes For | | Votes Against | | Abstentions |
| 483,812,313 | | 55,439 | | 218,627 |
Proposal 3: Approval of an amendment to the Company's certificate of incorporation to effect a reverse stock split.
The Company’s stockholders approved the Reverse Stock Split Proposal. The votes regarding this proposal were as follows:
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| Votes For | | Votes Against | | Abstentions |
| 481,599,189 | | 2,268,268 | | 218,922 |
Item 8.01 Other Events.
On May 25, 2023, the Company issued a press release announcing that its Board of Directors has approved a 1-for-5 reverse stock split. Such reverse stock split is expected to be effected after market close on June 5, 2023, with shares to begin trading on a split-adjusted basis at market open on June 6, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
Exhibit
No. | | Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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GROVE COLLABORATIVE HOLDINGS, INC. |
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By: | | /s/ Nathan Francis |
Name: | | Nathan Francis |
Title: | | General Counsel and Corporate Secretary |
Date: May 25, 2023