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): September 14 21, 2023

~~BED~~20230930-DK-BUTTERFLY-1, ~~BATH & BEYOND~~ INC.

(Exact name of registrant as specified in its charter)

New York	0-20214	11-2250488
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

650 Liberty Avenue, Union, New Jersey

(Address of principal executive offices)

07083

(Zip Code)

(908) 688-0888

(Registrant’s telephone number, including area code)

BED BATH & BEYOND INC.

(Former name of the Registrant)

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		TradingSymbol(s)		Name of each ~~exchange~~exchangeon on which registered
Common Stock, $0.01 par value		BBBYQ		OTC

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. ☐

As previously disclosed, on April 23, 2023 (the “Petition Date”), 20230930-DK-Butterfly-1, Inc. (f/k/a Bed Bath & Beyond Inc., the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “Company Parties”) filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of New Jersey (the “Bankruptcy Court”).

Item 1.03.

Bankruptcy or Receivership.

AsOn ~~previously~~September 14, ~~disclosed~~2023, onthe ~~April 23,~~Bankruptcy ~~2023~~Court entered its order (the “~~Petition~~Confirmation ~~Date~~Order”), confirming the Second Amended Joint Chapter 11 Plan of Bed Bath & ~~and~~ Beyond Inc. and Its Debtor Affiliates (the “~~Company~~Confirmed Plan”). ~~and~~A ~~certain~~copy of ~~its~~the ~~direct~~Confirmation ~~and~~Order ~~indirect~~was ~~subsidiaries~~attached ~~(collectively,~~as Exhibit 2.1 to the ~~“Company~~Current ~~Parties”)~~Report on Form 8-K filed ~~voluntary~~on ~~petitions~~September 20, ~~(the~~2023, ~~“Chapter~~and 11is ~~Cases”)~~incorporated ~~under~~by ~~Chapter~~reference 11into ofthis ~~the~~Item U1.S03. ~~Bankruptcy~~Capitalized ~~Code~~terms ~~(the~~used ~~“Bankruptcy~~in ~~Code”)~~this inCurrent ~~the~~Report ~~U.S.~~on ~~Bankruptcy~~Form ~~Court~~8-K ~~for~~and not otherwise defined will have the ~~District~~meanings ofgiven ~~New~~to ~~Jersey~~them (in the ~~“Bankruptcy~~Confirmation ~~Court”)~~Order.

The Confirmed Plan became effective (the “Effective Date”) on Friday, September 29, 2023. On September 1429, 2023, the ~~Bankruptcy~~Company ~~Court~~Parties ~~entered~~filed ~~its~~a ~~order~~Notice of (~~the~~A) ~~“Confirmation~~Entry of the Order” (I) ~~confirming~~Approving the Disclosure Statement on a Final Basis and (II) Confirming the Second Amended Joint Chapter 11 Plan of Bed Bath & Beyond Inc. and ~~Its~~its Debtor Affiliates and (B) Occurrence of Effective Date (the “~~Plan~~Notice of Effective Date”) with the Bankruptcy Court. A copy of the ~~confirmed~~Notice ~~Plan~~of Effective Date is ~~filed~~attached hereto as Exhibit 299.1 ~~to this Form 8-K~~ and is incorporated herein by reference ~~into this Item 1~~.~~03.~~

~~Summary~~The foregoing description is a summary of ~~Plan~~the material terms of the Notice of Effective Date, does not purport to be complete and is qualified in its entirety by reference to the full text of the Notice of Effective Date filed as Exhibit 99.1 to this Current Report on Form 8-K.

~~This~~Cautionary ~~summary~~Note ~~is qualified in its entirety by referenced~~ to ~~the~~Holders Plan, and capitalized terms used but not defined in the following summary shall have the meanings ascribed to them in the Plan. The Plan, as confirmed by the Court, contemplates, among other things, an orderly wind-down and liquidation of the Company ~~Parties~~’s ~~businesses~~Common Stock and ~~the~~Series ~~vesting~~A ofConvertible ~~the~~Preferred ~~assets~~Stock ~~of the Company Parties’ bankruptcy estates with the Wind-Down Debtors.~~

InAs ~~the~~a ~~Company’s~~result ~~most~~of ~~recent monthly operating reports filed with~~ the ~~Bankruptcy~~Confirmed ~~Court~~Plan onbecoming ~~August 21~~effective, ~~2023,~~all of the Company’s ~~reported~~equity ~~aggregated~~interests, ~~total~~consisting ~~assets~~ of ~~approximately~~outstanding ~~$42.4 million~~shares ~~and total liabilities~~ of ~~approximately~~common ~~$1,503.6 million~~stock asand ofSeries ~~July 31,~~A ~~2023.~~Convertible ~~This~~Preferred ~~financial~~Stock ~~information~~of ~~has not been audited or reviewed by~~ the Company’s ~~independent~~and ~~registered~~related ~~public~~rights ~~accounting~~to ~~firm~~receive ~~and~~or ~~may~~purchase beshares ~~subject~~of tocommon ~~future~~stock, ~~reconciliation~~were orcancelled ~~adjustments.~~on ~~This~~the ~~information~~Effective ~~should~~Date ~~not~~without beconsideration ~~viewed~~and ashave ~~indicative~~no ~~of future results~~value.

~~The~~No ~~Company~~shares ~~has~~of nothe ~~preferred~~Company’s ~~shares~~common ~~issued~~stock or ~~outstanding~~Series ~~and~~A ~~has~~Convertible ~~782,005,210~~Preferred ~~shares~~Stock ofwill ~~common~~be ~~stock~~reserved ~~issued~~for ~~and~~future ~~outstanding~~issuance asin respect of ~~July 20,~~claims ~~2023.~~and Oninterests ~~the~~filed ~~effective~~and ~~date~~allowed ofunder the Confirmed Plan, ~~all~~or ofpursuant ~~these~~to ~~shares~~the ~~will~~exercise beof ~~canceled,~~any ~~released~~rights, ~~and~~options ~~extinguished~~or ~~and~~other ~~will~~obligations be of nothe ~~further~~Company ~~force~~to issue its common stock and/or ~~effect~~Series ~~pursuant~~A toConvertible ~~the~~Preferred ~~Plan~~Stock.

The Company ~~anticipates~~intends ~~that~~to file a Form 15 with the ~~Plan~~SEC ~~will~~deregistering ~~become~~the ~~effective~~Company’s oncommon orstock ~~about~~pursuant ~~September 30~~to Rule 12g-4(a)(1) under the Securities Exchange Act of 1934 (“Exchange Act”). Upon filing the Form 15, ~~2023~~the Company intends to immediately cease filing any further periodic or current reports under the Exchange Act.

~~Cautionary~~Item ~~Statement~~3.03. ~~Concerning~~Material ~~Forward-Looking~~Modification ~~Statements~~to Rights of Security Holders.

~~This~~The ~~Current~~Confirmed ~~Report~~Plan ~~on Form 8-K and the~~provides ~~exhibits~~that ~~hereto~~on ~~contain~~the ~~certain~~Effective ~~“forward-looking~~Date, ~~statements.”~~except ~~All~~as ~~statements~~otherwise ~~other~~specifically ~~than~~provided ~~statements of historical fact are “forward-looking” statements~~ for ~~purposes~~in of the ~~U.S.~~Confirmed ~~federal~~Plan, ~~and~~any ~~state~~remaining ~~securities~~obligations ~~laws.~~of ~~These statements may be identified by~~ the ~~use~~Company ofParties ~~forward-looking~~under ~~terminology~~any ~~such as “anticipate~~notes,” ~~“believe~~bonds,” ~~“continue~~indentures,” ~~“could~~certificates,” ~~“estimate~~securities,” ~~“expect~~shares,” ~~“intend,”~~purchase ~~“may~~rights,” ~~“might~~options,” ~~“our vision~~warrants,” ~~“plan,”~~collateral ~~“potential~~agreements,” ~~“preliminary,”~~subordination ~~“predict~~agreements,” ~~“should,”~~intercreditor ~~“will~~agreements,” or ~~“would”~~other instruments or ~~the~~documents ~~negative~~directly ~~thereof~~ or ~~other~~indirectly ~~variations~~evidencing, ~~thereof~~creating, or ~~comparable~~relating ~~terminology.~~to ~~These~~any ~~forward-looking~~indebtedness ~~statements~~or ~~are~~obligations ~~subject to a number~~ of, ~~factors~~or ~~and~~ownership ~~uncertainties~~interest ~~that~~in, ~~could cause~~ the Company’s ~~actual~~Parties, ~~results~~giving rise to ~~differ~~any ~~materially~~Claims ~~from~~against ~~those~~or ~~expressed~~Interests in ~~or contemplated by~~ the ~~forward-looking~~Company ~~statements.~~Parties ~~Such~~or ~~factors~~to ~~include,~~any ~~but~~rights ~~are~~or ~~not~~obligations ~~limited~~relating to: ~~risks~~any ~~attendant~~Claims toagainst ~~the~~or ~~bankruptcy~~Interests ~~process,~~in ~~including~~ the Company’s ~~ability~~Parties toshall ~~obtain~~be ~~court~~deemed ~~approval~~cancelled ~~from~~solely ~~the~~as ~~Bankruptcy Court with respect~~ to ~~requests made to~~ the ~~Bankruptcy~~Company ~~Court~~Parties ~~throughout~~and ~~the~~their ~~course~~affiliates ~~of the Chapter 11 Cases; the effects of the Chapter 11 Cases, including increased legal~~ and ~~other professional costs necessary to execute~~ the Company’s ~~Chapter~~Parties 11will ~~Cases,~~not onhave ~~the~~any ~~Company’s~~continuing ~~liquidity~~obligations ~~(including~~thereunder. ~~the~~The ~~availability~~Confirmed ofPlan ~~operating~~further ~~capital~~provides ~~during~~that the ~~pendency~~obligations of the ~~Chapter~~Company 11Parties ~~Cases),~~and ~~results~~their ofaffiliates ~~operations~~pursuant, relating, or ~~business~~pertaining ~~prospects;~~to ~~the~~any ~~effects~~agreements, ofindentures, ~~the~~certificates ~~Chapter 11 Cases on the interests~~ of ~~various~~designation, ~~constituents~~bylaws, ~~and~~or ~~financial~~certificate ~~stakeholders;~~or ~~the~~articles ~~length~~ of ~~time~~incorporation ~~that~~or ~~the~~similar ~~Company~~documents ~~will~~governing ~~operate under Chapter 11 protection and~~ the ~~continued~~notes, ~~availability~~bonds, ofindentures, ~~operating~~certificates, ~~capital~~Securities, ~~during~~shares, ~~the~~purchase ~~pendency~~rights, ofoptions, ~~the~~warrants, ~~Chapter~~collateral 11agreements, ~~Cases;~~subordination ~~objections to the Company’s restructuring process~~agreements, ~~any~~intercreditor ~~senior secured super-priority debtor in possession term loan facilities~~agreements, or other ~~pleadings~~instruments ~~filed~~or ~~that~~documents ~~could~~evidencing ~~protract~~or ~~the~~creating ~~Chapter~~any 11indebtedness ~~Cases;~~or ~~risks~~obligation ~~associated with third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in the Chapter 11 Cases and the outcome~~ of ~~the~~or ~~Chapter~~ownership 11interest ~~Cases~~ in ~~general;~~ the Company’s ~~ability~~Parties toshall ~~comply~~be with the restrictions imposed by the terms and conditions of its financing arrangements; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; the Company’s ability to maintain relationships with suppliersreleased, ~~customers~~settled, ~~employees~~ and ~~other third parties and regulatory authorities as a result of the Chapter 11 Cases; the impact and timing of any cost-savings~~compromised.

The ~~measures and related local law requirements in various jurisdictions; the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures~~certificates, ~~and~~shares the potential for additional material weaknesses in the Company’s internal controls over financial reporting or other potential weaknesses of which the Company is not currently aware or which have not been detected; the impact of litigation and ~~regulatory~~ownership ~~proceedings;~~interests ~~the impact~~ and ~~timing~~related ~~of any cost-savings measures. These risks and uncertainties may cause the Company’s actual results~~agreements, ~~performance,~~purchase ~~liquidity or achievements to differ materially from any future results~~rights, ~~performance,~~options ~~liquidity or achievements expressed or implied by these forward-looking statements. For a further list~~ and ~~description~~warrants ~~of such risks and uncertainties, please refer~~ to ~~the~~be ~~Company’s~~cancelled ~~filings~~on ~~with~~ the ~~SEC~~Effective ~~that~~Date ~~are~~include ~~available~~all ~~at www.sec.gov. The Company cautions you that the list~~ of ~~important factors included in~~ the Company’s ~~SEC~~common ~~filings~~stock ~~may not contain all of the material factors that are important to you. In addition, in light of these risks~~ and ~~uncertainties,~~related ~~the~~rights ~~matters referred~~ to inpurchase ~~the forward-looking statements contained in this report may not in fact occur. The Company undertakes no obligation to publicly update~~ or ~~revise~~receive ~~any~~shares ~~forward-looking statement, including any projections, as a result~~ of ~~new~~common ~~information, future events or otherwise, except as otherwise required by law~~stock.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Confirmed Plan provides that on the Effective Date, all directors, officers and managers of the Company will be discharged without any further action. Each of the Company’s directors, Harriet Edelman, Jeffrey Kirwan, Shelly Lombard, Joshua E. Schechter, Minesh Shah, Andrea M. Weiss, Ann Yerger, Carol Flaton and Sue Gove, and the Company’s remaining officers, including Sue Gove, President and Chief Executive Officer, Laura Crossen, Senior Vice President of Finance and Chief Accounting Officer, Lynda Markoe, Executive Vice President, Chief People & Culture Officer, and David Kastin, Executive Vice President, Chief Legal Officer & Corporate Secretary, ceased to be directors and officers of the Company on the Effective Date.

Item 5.03

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

On September 21, 2023, the Company filed with the New York Secretary of State a Certificate of Amendment (the “Certificate”) to the Company’s Amended and Restated Certificate of Incorporation to change the Company’s name from “Bed Bath & Beyond Inc.” to “20230930-DK-Butterfly-1, Inc.” This name change was implemented by the Company pursuant to the Confirmation Order entered by the Bankruptcy Court.

Item 7.01.

Regulation FD Disclosure.

On September 21, 2023 the Company filed with the Bankruptcy Court the monthly operating report for the period ended August 31, 2023 (the “Monthly Operating Report”). The Monthly Operating Report is attached hereto as Exhibit 99.2. This Current Report on Form 8-K (including the exhibit hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD. The Monthly Operating Report, monthly operating reports filed on behalf of each of the other Company Parties, and other filings with the Bankruptcy Court related to the Chapter 11 Cases may be available electronically at https://restructuring.ra.kroll.com/bbby/.

The information contained in this Item 7.01 and in Exhibit 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding the Monthly Operating Report

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, cover a limited time period and have been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws or rules and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from that required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

2.1		Confirmation Order of the U.S. Bankruptcy Court for the District of New Jersey, dated September 14, 2023.
99.1		Notice of (A) Entry of the Order (I) Approving the Disclosure Statement on a Final Basis and (II) Confirming the Second Amended Joint Chapter 11 Plan of Bed Bath & Beyond Inc. and its Debtor Affiliates and (B) Occurrence of Effective Date.
99.2		Monthly Operating Report of Bed Bath and Beyond, Inc. for the period ended August 31, 2023 filed with the U.S. Bankruptcy Court for the District of New Jersey.
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

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.

Date: September 20 29, 2023

BED BATH & BEYOND INC. By: /s/ David M. Kastin David M. Kastin Executive Vice President, Chief Legal Officer & Corporate Secretary


20230930-DK-BUTTERFLY-1, INC.

By:		/s/ David M. Kastin
David M. Kastin
Executive Vice President, Chief Legal Officer & Corporate Secretary

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