Smartbird, Inc. SEC Filings

Smartbird, Inc. (BIRD) received a notice of proposed sale on Form 144 relating to Class A Common Stock held for the account of director Richard W. Boyce. The notice covers a proposed sale of 9,200 shares of Class A Common Stock through Charles Schwab & Co., Inc., with an approximate aggregate market value of $21,873.00, based on a stated 9,315,794 shares of this class outstanding as of the notice. The filing also lists restricted stock lapses tied to equity compensation awards of 6,200 shares on 06/06/2026 and 3,000 shares on 06/07/2025.

Smartbird, Inc. (BIRD) reported that CEO Nadia Carlsten issued a shareholder letter outlining the company’s post-transition strategy following the sale of its former Allbirds footwear assets, a name change, new leadership, and a full pivot to AI infrastructure. Smartbird plans to provide dedicated, managed AI infrastructure for enterprises that need more control over performance, cost, security, and data location than standardized hyperscale cloud platforms typically offer. The company cites access to over $200 million of capital through cash and cash equivalents, a convertible financing facility, and an ATM program as of June 30, 2026, and emphasizes disciplined capital allocation tied to specific customer demand. The letter also notes that the Q2 2026 report includes results of discontinued retail operations and sets out operating principles focused on customer-centric design, technical depth, sustainable unit economics, and building a small, expert AI infrastructure team.

Smartbird, Inc. (BIRD) has completed a major strategic shift, selling all assets and liabilities of its historical Allbirds footwear business for $40.7 million in cash and pivoting to a new, highly speculative AI Infrastructure Business focused on GPUs and high‑performance computing. The sale generated a $21.6 million gain and allowed repayment of $19.7 million outstanding under its revolving Credit Agreement, which was fully extinguished.

For the quarter ended June 30, 2026, continuing operations generated $2.8 million in net revenue, all from a single U.S. customer, and a net loss from continuing operations of $12.8 million, with total net loss of $16.4 million. Total assets were $46.1 million and stockholders’ equity $22.5 million, down sharply from year‑end due to the divestiture.

Liquidity improved: cash and cash equivalents were $37.4 million (cash, cash equivalents and restricted cash $38.6 million), aided by ATM equity issuance of $15.4 million and issuance of $8.25 million principal amount of 12% senior secured Convertible Notes (fair value $8.2 million). Management states that, after the asset sale, cost cuts, the AI strategy and new financings, prior substantial doubt about going concern has been alleviated for the next twelve months, but the company emphasizes that the new AI business is unproven, capital‑intensive, and subject to significant competitive, technology, regulatory, and customer‑concentration risks.

Smartbird, Inc. (formerly Allbirds, Inc.) notified that it will file its Form 10-Q for the quarter ended June 30, 2026 late. The company sold the assets and liabilities of its historical footwear business on June 9, 2026 under an asset purchase agreement and needs additional time to confirm the related accounting.

The company expects this Asset Sale to qualify as a “strategic shift” under ASC 205-20, requiring discontinued operations presentation and adjustments to prior-period amounts. Smartbird states it expects to file the Form 10-Q no later than the fifth calendar day after the original due date of August 14, 2026, and anticipates a significant change in results of operations because of the discontinued operations treatment.

Smartbird, Inc. is calling a virtual 2026 annual stockholders meeting on September 30, 2026 to vote on five proposals. Stockholders will elect two new Class II directors, Daniel Kasun and Elizabeth Mora, to terms ending in 2029, alongside three continuing directors whose terms extend beyond 2026.

Stockholders are asked to approve an amendment to the 2021 Equity Incentive Plan adding 3,500,000 Class A shares for awards. The company reports a three-year average equity grant burn rate of 5.3% and that total potential equity overhang would rise to 55.3% of outstanding common shares if the amendment is approved.

Investors will also vote on approving, for Nasdaq Listing Rule 5635(d) purposes, the issuance of more than 19.99% of Class A common stock upon conversion of certain Convertible Notes, ratifying BPM LLP as auditor for 2026, and authorizing potential adjournments to solicit additional proxies. Class A carries one vote per share and Class B ten votes per share, voting together as a single class.

Smartbird, Inc. declared a special cash dividend of $0.31 per share of common stock on August 6, 2026. The dividend will be paid to stockholders of record as of June 25, 2026, with an anticipated payment date of August 20, 2026. The dividend is payable from proceeds of the sale of the Company’s footwear business. The Company also states that, after completing transitional and post-closing matters related to that sale, it may determine to pay an additional dividend, limited to any remaining net proceeds from the sale.

FMR LLC filed an amended Schedule 13G reporting beneficial ownership of 720,365 shares of Allbirds, Inc. Class A common stock. This represents 11.5% of the class. FMR LLC has sole voting and sole dispositive power over 720,365 shares and no shared voting or dispositive power. Abigail P. Johnson is reported as having sole dispositive power over the same 720,365 shares but no voting power. The filing states that one or more other persons have rights to receive dividends or sale proceeds from these shares, but no such person has more than 5% of the outstanding Class A common stock. The ownership is reported on behalf of FMR LLC and relevant subsidiaries identified in an attached exhibit.

Smartbird, Inc. is asking stockholders to vote at its 2026 virtual annual meeting on five items: electing two new Class II directors, amending the 2021 Equity Incentive Plan to increase shares available, approving potential issuance of more than 19.99% of Class A common stock upon conversion of certain convertible notes to comply with Nasdaq Listing Rule 5635(d), ratifying BPM LLP as independent auditor for 2026, and authorizing possible adjournments to solicit additional proxies.

The company uses a dual-class structure, with each share of Class A common stock entitled to one vote and each share of Class B common stock entitled to ten votes, voting together as a single class. The board has five members and is majority independent, with Lily Yan Hughes serving as independent chair. The proxy also outlines committee structures, director qualifications, non-employee director cash and equity compensation, and the mechanics of the 2021 Equity Incentive Plan, including prior equity grant practices and non-employee director award limits.