Item 5. Other Information
ITEM 5. OTHER INFORMATION
During the six -month period ended September 29, 2024, none of the Company’s directors or officers informed the Company of the adoption, modification or termination of a “Rule 10 - b5 - 1 trading arrangement” or “non-Rule 10 - b5 - 1 trading arrangement,” as those terms are defined in Item 408 (a) of Regulation S-K.
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ITEM 6. EXHIBITS
Exhibits required to be filed by Item 601 of Regulation S-K are included as Exhibits to this Quarterly Report are listed below.
The agreements included as Exhibits to this Quarterly Report are included to provide information regarding the terms of these agreements and are not intended to provide any other factual or disclosure information about the Company or its subsidiaries, our business or the other parties to these agreements. These agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
• may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
• may apply standards of materiality in a way that is different from what may be viewed as material to our investors; and
• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time, and should not be relied upon by investors.
Exhibit
Number
Description of Exhibit
2.1
Asset Purchase Agreement, dated as of July 19, 2024, between Crown Crafts, Inc., NoJo Baby & Kids, Inc., Baby Boom Consumer Products, Inc., and Elliot Betesh, Michael Betesh and Steven Betesh. (4) *
3.1
Amended and Restated Certificate of Incorporation of the Company. (1)
3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company. (2)
3.3
Amended and Restated Bylaws of the Company, effective as of November 14, 2023. (3)
10.1
Seventeenth Amendment to Financing Agreement, dated July 19, 2024, by and among Crown Crafts, Inc., Sassy Baby, Inc., NoJo Baby & Kids, Inc., Manhattan Toy Europe Limited and The CIT Group/Commercial Services, Inc. (5)
10.2
Promissory Note, dated July 18, 2024, made by Crown Crafts, Inc., Sassy Baby Inc., NoJo Baby & Kids, Inc. and Manhattan Toy Europe, Limited, in favor of The CIT Group/Commercial Services, Inc. (6)
31.1
Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Executive Officer. (7)
31.2
Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Financial Officer. (7)
32.1
Section 1350 Certification by the Company’s Chief Executive Officer. (7)
32.2
Section 1350 Certification by the Company’s Chief Financial Officer. (7)
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101
Interactive data files pursuant to Rule 405 of SEC Regulation S-T in connection with the Company’s Form 10-Q for the quarterly period ended June 30, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):
(i) Unaudited Condensed Consolidated Balance Sheets;
(ii) Unaudited Condensed Consolidated Statements of Income;
(iii) Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity;
(iv) Unaudited Condensed Consolidated Statements of Cash Flows; and
(v) Notes to Unaudited Condensed Consolidated Financial Statements.
104
Cover page Interactive Data File pursuant to Rule 406 of SEC Regulation S-T formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.
*
Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedules upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(1)
Incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 28, 2003.
(2)
Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 9, 2011.
(3)
Incorporated herein by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2023.
(4)
Incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed July 22, 2024.
(5)
Incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed July 22, 2024.
(6)
Incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
(7)
Filed herewith.
SIGNATURE
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 thereunto duly authorized.
CROWN CRAFTS, INC.
Date: November 12, 2024
/s/ Craig J. Demarest
CRAIG J. DEMAREST
Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.