Current Report Filing (8-k)

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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) February 6, 2023

CARPARTS.COM, INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-33264	68-0623433
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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2050 W. 190^th Street, Suite 400, Torrance, CA 90504

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code [phone]

N/A

(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:

☐    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:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	PRTS	The NASDAQ Stock Market LLC (NASDAQ Global Market)

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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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On February 6, 2023, the board of directors (the “Board”) of CarParts.com, Inc. (the “Company”) amended and restated the Company’s bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately. Among other things, the amendments effected by the Amended and Restated Bylaws:

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Revise the advance notice procedures for stockholder nominations of directors and submission of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended) made in connection with annual and special meetings of stockholders;

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Update and clarify certain provisions related to stockholder meetings, including clarifying that the Board may cancel, postpone or reschedule any previously scheduled annual meeting of stockholders and providing that the chair of a stockholder meeting may adjourn the meeting;

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Update and clarify certain provisions related to stockholder action by written consent;

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Update and clarify various mechanics around the operation of the Board; and

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Make other updates, including ministerial, clarifying and conforming changes, and technical edits and updates.

The Amended and Restated Bylaws do not alter the period during which stockholder nominations of directors and submission of stockholder proposals, in each case in respect of the Company’s annual meeting held in 2023, are permitted. This period remains no earlier than the 90th day and no later than the 60th day prior to the day of the first anniversary of the preceding year’s annual meeting of stockholders.

The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 and is incorporated by reference.

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Item 9.01. Financial Statements and Exhibits.

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(d) Exhibits.

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Exhibit No.		Description
3.1		​ Amended and Restated Bylaws of CarParts.com, Inc.
104	​	Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are 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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Dated: February 7, 2023	CARPARTS.COM, INC.
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​	By:	/s/ Ryan Lockwood
​	Name:	Ryan Lockwood
​	Title:	Chief Financial Officer

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