UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 2 TO
SCHEDULE
TO
Tender
Offer Statement Under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
Destination
XL Group, Inc.
(Name
of Subject Company)
Zodiac
Partners II, LLC
(Name
of Filing Person (Offeror))
Camac
Fund, LP
(Name
of Filing Person (Parent of Offeror))
Common
Stock, par value $0.01 per share
(Title
of Class of Securities)
25065K104
(CUSIP
Number of Class of Securities)
Craig
Rosmarin
Chief
Financial Officer
1601-1
N Main St #3159, SMB#92283, Jacksonville, FL 32206
(917)
692-1844
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications on
Behalf
of Filing Persons)
Copies
to:
Donald
R. Reynolds
Wyrick
Robbins Yates & Ponton LLP
4101
Lake Boone Trail, Suite 300
Raleigh,
NC 27607
(919)
781-4000
| ☐ |
Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check
the appropriate boxes below to designate any transactions to which the statement relates:
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☒ |
third-party
tender offer subject to Rule 14d-1. |
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☐ |
issuer
tender offer subject to Rule 13e-4. |
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☐ |
going-private
transaction subject to Rule 13e-3. |
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☐ |
amendment
to Schedule 13D under Rule 13d-2. |
Check
the following box if the filing is a final amendment reporting the results of the tender offer. ☐
If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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☐ |
Rule
13e-4(i) (Cross-Border Issuer Tender Offer) |
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☐ |
Rule
14d-1(d) (Cross-Border Third-Party Tender Offer) |
This
Amendment No. 2 to Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by Camac Fund, LP, a Delaware
limited partnership (“Camac Fund”), and Zodiac Partners II, LLC, a Delaware limited liability company (the “Purchaser”,
“Zodiac Partners II, LLC”) and an acquisition entity of Camac Fund. This Schedule TO relates to the offer by the Purchaser
to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Destination XL Group, Inc.,
a Delaware corporation (“DXL”), at $0.82 per Share, to the seller in cash, without interest and less any required withholding
taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, originally dated May 12, 2026 (the “Offer
to Purchase”), and in the accompanying Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B),
respectively, which, together with any amendments or supplements thereto, collectively constitute the “Offer”.
Item
1. Summary Term Sheet.
The
information set forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated herein by reference.
Item
2. Subject Company Information.
| (a) |
The
name, address, and telephone number of the subject company’s principal executive offices are as follows: |
Destination
XL Group, Inc.
555
Turnpike Street
Canton,
MA 02021
| (b) |
This
Schedule TO relates to the Offer by the Purchaser to purchase all of the issued and outstanding Shares. According to DXL’s
Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2026 (the “DXL FY2025 Form 10-K”),
as of March 9, 2026 there were 54,810,511 Shares issued and outstanding, and based on the Purchaser’s review of the DXL FY2025 Form
10-K, we believe as of January 31, 2026, there were approximately 44,000 stock options to purchase Shares, and 1,259,000 restricted
stock units outstanding. |
| (c) |
The
information set forth under the caption THE OFFER - Section 6 (“Price Range of Shares; Dividends”) and Section 11 (“Background
of the Offer”) of the Offer to Purchase is incorporated herein by reference. |
Item 3. Identity and Background of Filing Person.
| (a)-(c) |
The
filing companies of this Schedule TO are (i) Camac Fund LP, and (ii) the Purchaser, Zodiac Partners II, LLC. The information set
forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
SUMMARY
TERM SHEET
THE
OFFER - Section 9 (“Certain Information Concerning the Purchaser, Zodiac Partners II, LLC, and Camac Fund, LP”) and Schedule
I attached thereto.
Item 4. Terms of the Transaction.
| (a)(1)(i)-(viii),
(x), (xii), (a)(2) |
The
information set forth in the Offer to Purchase is incorporated herein by reference. |
Subsections
(a)(1)(ix) and (xi) are not applicable.
Item
5. Past Contacts, Transactions, Negotiations and Agreements.
| (a),
(b) |
The
information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
SUMMARY
TERM SHEET
INTRODUCTION
THE
OFFER - Section 9 (“Certain Information Concerning the Purchaser, Zodiac Partners II, LLC, and Camac Fund, LP”) and Schedule
I attached thereto
THE
OFFER - Section 10 (“Source and Amount of Funds”) and Schedule I attached thereto
THE
OFFER - Section 11 (“Background of the Offer”)
THE
OFFER - Section 12 (“Purpose of the Offer and the Proposed Merger; Plans for DXL; Statutory Requirements; Approval of the Proposed
Merger”)
Item
6. Purposes of the Transaction and Plans or Proposals.
| (a) |
The
information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
SUMMARY
TERM SHEET
INTRODUCTION
THE
OFFER - Section 12 (“Purpose of the Offer and the Proposed Merger; Plans for DXL; Statutory Requirements; Approval of the Proposed
Merger”)
| (c)
(1)-(7) |
The
information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
SUMMARY
TERM SHEET
INTRODUCTION
THE
OFFER - Section 7 (“Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the
Exchange Act; Margin Regulations”)
THE
OFFER - Section 11 (“Background of the Offer”)
THE
OFFER - Section 13 (“Dividends and Distributions”)
Item
7. Source and Amount of Funds or Other Consideration.
| (a),
(b), (d) |
The
information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
SUMMARY
TERM SHEET
THE
OFFER - Section 10 (“Source and Amount of Funds”)
THE
OFFER - Section 17 (“Fees and Expenses”)
Item
8. Interest in Securities of the Subject Company.
| (a),
(b) |
The
information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
THE
OFFER - Section 9 (“Certain Information Concerning the Purchaser, Zodiac Partners II, LLC, and Camac Fund, LP”) and Schedule
I attached thereto
THE
OFFER - Section 11 (“Background of the Offer”)
Item
9. Persons/Assets, Retained, Employed, Compensated or Used.
| (a) |
The
information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
SUMMARY
TERM SHEET
THE
OFFER - Section 2 (“Acceptance for Payment and Payment for Shares”)
THE
OFFER - Section 3 (“Procedure for Tendering Shares”)
THE
OFFER - Section 11 (“Background of the Offer”)
THE
OFFER - Section 17 (“Fees and Expenses”)
Item
10. Financial Statements.
Item
11. Additional Information.
| (a) |
The
information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
SUMMARY
TERM SHEET
THE
OFFER - Section 7 (“Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the
Exchange Act; Margin Regulations”)
THE
OFFER - Section 11 (“Background of the Offer”)
THE
OFFER - Section 12 (“Purpose of the Offer and the Proposed Merger; Plans for DXL; Statutory Requirements; Approval of the Proposed
Merger”)
THE
OFFER - Section 14 (“Conditions of the Offer”)
THE
OFFER - Section 15 (“Certain Legal Matters; Regulatory Approvals; Appraisal Rights”)
| (c) |
The
information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated
herein by reference.
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Item
12. Exhibits.
| Exhibit
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|
Description
|
| (a)(1)(A) |
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Amended Offer to Purchase, dated June 2, 2026.* |
| (a)(1)(B) |
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Form of Letter of Transmittal. |
| (a)(5)(A) |
|
Press Release Issued by Zodiac Partners II, LLC on May 12, 2026. |
| (d) |
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Equity Commitment Letter between Zodiac Partners II, LLC and Camac Fund LP, dated May 11, 2026. |
| (b) |
|
Indicative $75 million Revolving Credit Facility Term Sheet (confidential treatment has been requested for certain portions of this exhibit). |
| 107 |
|
Filing Fee Exhibit. |
| (a)(1)(C)
|
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Notice of Guaranteed Delivery. |
| (e)
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Schedule I. |
| (a)(1)(F)
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W-9 Guidelines. |
| (a)(1)(E)
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Letter to Clients. |
| (h) |
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Press Release Issued by Zodiac Partners II, LLC on May 21, 2026. |
| * |
Asterisk
describes exhibits filed herewith. No asterisk means the exhibit has been previously filed. |
Item
13. Information Required by Schedule 13E-3.
Not
applicable.
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
| Dated:
June 2, 2026 |
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Zodiac
Partners II, LLC |
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By:
|
/s/
Ziggy Gokea |
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Name:
|
Ziggy
Gokea |
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Title:
|
Managing
Member |
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Camac
Fund, LP |
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By:
|
/s/
Eric Shahinian |
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Name:
|
Eric
Shahinian |
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Title:
|
Manager
of GP |
