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): June 520, 2024

CONN’S, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-34956	06-1672840
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


2445 Technology Forest Blvd., Suite 800, The Woodlands, TX			77381
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (936) 230-5899

Not Applicable

(Former name, former address and former fiscal year, 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	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	CONN	NASDAQ Global Select Market

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 o

Item 3.0201 Unregistered Sales of Equity Securities

~~The~~On ~~information~~June ~~set~~20, ~~forth~~2024, ~~under~~Conn’s, ~~Item 8~~Inc.01 is(the ~~incorporated~~“Company”) ~~herein~~received bya ~~reference~~delinquency tonotification letter (the ~~extent~~“Notice”) ~~responsive~~from tothe ~~Item~~Listing ~~3.02.~~Qualifications ~~The~~Department ~~Warrants~~of ~~will~~the ~~not~~Nasdaq beStock ~~registered~~Market ~~under~~LLC (“Nasdaq”) which indicated that the ~~Securities~~Company ~~Act~~was ofnot ~~1933,~~in ascompliance ~~amended~~with Nasdaq Listing Rule 5250(c)(1) (the ~~“Securities Act”~~"Rule"), ~~and~~because ~~will~~of bethe ~~issued~~Company’s delay in ~~reliance~~filing ~~upon~~its Quarterly Report on Form 10-Q for the ~~exemptions~~fiscal ~~from~~quarter ~~registration~~ended ~~provided~~April by30, ~~Section~~2024 4(athe “Form 10-Q”)~~(2)~~ ofby the applicable due date required by the U.S. Securities ~~Act~~and Exchange Commission (the "SEC").

~~Item~~The 8Notice states that the Company has 60 days or until August 19, 2024 to submit to Nasdaq a plan to regain compliance with the Rule.01 ~~Other~~If ~~Events~~Nasdaq accepts the Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Form 10-Q, or until December 16, 2024, to file the Form 10-Q to regain compliance; however, there can be no assurance that these events will occur.

AsNeither ~~previously~~the ~~disclosed,~~Notice onnor ~~July 31, 2023,~~ the Company,’s asnoncompliance ~~parent~~with ~~and guarantor, Conn Appliances, Inc., Conn Credit I, LP and Conn Credit Corporation, Inc., as borrowers (~~the ~~“Borrowers”),~~Rule ~~entered~~has ~~into~~an aimmediate ~~delayed~~effect ~~draw~~on ~~term loan and security agreement (as amended by Amendment No. 1 to~~ the ~~Delayed~~listing ~~Draw~~or ~~Term~~trading ~~Loan and Security Agreement, dated as~~ of ~~December 18, 2023,~~ the ~~“Term~~Company’s ~~Loan~~securities ~~Agreement”)~~on ~~with Stephens Investments Holdings LLC (“Stephens Investments”) and Stephens Group~~Nasdaq, ~~LLC~~which ~~and~~will ~~the~~continue ~~other~~to ~~lenders~~trade ~~party~~on ~~thereto~~The ~~from~~Nasdaq ~~time~~Global toSelect ~~time~~Market (under the symbol “~~Lenders~~CONN.”), ~~and Stephens Investments, as administrative agent.~~

InItem connection with the funding of each Delayed Draw Term Loan under the Term Loan Agreement, but subject to certain limitations in the Term Loan Agreement previously disclosed, the Company is required to issue to each Lender (or its affiliate or other designee) warrants (“Warrants”) to purchase a number of shares of common stock, voting or non-voting, as applicable, of the Company equal to 20% of the aggregate principal amount of such Delayed Draw Term Loan funded by such Lender divided by the exercise price7.01 NoOther Warrants will be issued to any Lender, or any affiliate or other designee of a Lender, if the total number of shares of common stock of the Company issuable upon exercise of a Warrant would cause such Lender, affiliate or other designee, and any other person whose beneficial ownership of common stock of the Company would be aggregated with such Lender’s, affiliate’s or designee’s for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, to beneficially own more than 19.99% of the total number of issued and outstanding shares of common stock of the Company.Events

On June 526, 2024, the Company ~~borrowed~~issued ~~$25~~a ~~million~~press ~~under~~release ~~the~~announcing ~~Term~~that ~~Loan Agreement. In connection with~~ the ~~borrowing and subject to the foregoing, the~~ Company, ~~upon~~had ~~request~~received ~~from~~ the ~~Lenders,~~Notice. ~~will~~The ~~issue~~full ~~Warrants~~text ~~exercisable for an aggregate~~ of ~~1,789,549~~the ~~common~~press ~~shares,~~release ~~voting~~is orattached ~~non-voting,~~ as ~~applicable,~~Exhibit at99.1 anto ~~exercise~~this ~~price~~Current ofReport ~~$2.794~~on ~~per~~Form ~~Share~~8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.

Item 9.01 Finance Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

99.1*

Press Release of Conn’s, Inc. dated June 26, 2024.

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.

CONN’S INC.

Date: June 11, 2024

By:

/s/ Mark L. Prior

Date: June 26, 2024

By:

/s/ Timothy Santo

Name:

~~Mark~~Timothy ~~L. Prior~~Santo

Title:

~~Senior~~Executive Vice President, ~~General~~Chief ~~Counsel~~Financial ~~& Secretary~~Officer

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