[8-K] Wag! Group Co. Reports Material Event

Rhea-AI Filing Summary

Wag! Group Co. (NASDAQ: PET) filed an 8-K on 8 July 2025 disclosing two material developments that underscore severe liquidity stress.

• Amendment to Financing Agreement: The company and lender Retriever LLC (assignee of Blue Torch Finance) executed Amendment No. 3 to the August 2022 Financing Agreement. The change reduces the minimum liquidity covenant (referred to as “Additional Available Liquidity”) but simultaneously limits how that incremental liquidity can be used. The amendment is included as Exhibit 10.1.
• Creation of Direct Financial Obligation: Because the amendment alters covenant terms without extinguishing the underlying debt, the filing also triggers Item 2.03 disclosure.
• Strategic Alternatives & Going-Concern Risk: The board has been evaluating “investments, strategic partnerships, sale, merger, or other transactions.” To date, no deal has been reached that would enable full repayment of amounts due to Retriever at maturity in August 2025. Negotiations with Retriever continue, but management warns there is no assurance of consummating a transaction before maturity.
• Potential Bankruptcy: Failure to reach an agreement would allow Retriever to exercise remedies against the company’s assets. Management explicitly states that seeking protection under bankruptcy laws is a possible outcome to maximize enterprise value.

The amendment offers near-term covenant relief, but the language reveals acute refinancing risk, looming debt maturity, and a realistic threat of insolvency if a strategic solution is not secured within the next 13 months.

Positive

• Reduced minimum liquidity covenant provides the company with modest short-term relief and delays a potential default trigger.

Negative

• Explicit warning of possible bankruptcy highlights severe going-concern risk.
• No strategic alternative secured despite ongoing review, leaving repayment of debt due August 2025 uncertain.
• Lender retains enforcement rights; Retriever may seize assets if obligations are not met.
• Restrictions on Additional Available Liquidity limit management’s flexibility to deploy cash for growth or contingencies.

Insights

Credit Analyst

TL;DR: Covenant relief buys time, but looming maturity and explicit bankruptcy warning signal heightened default risk; overall credit outlook negative.

The reduction in the minimum liquidity requirement marginally improves short-term breathing room, yet the amendment imposes use-of-proceeds restrictions that limit operational flexibility. Importantly, the filing reiterates that outstanding obligations must be settled by August 2025. With no strategic transaction in hand and ongoing negotiations with Retriever, leverage remains elevated and refinancing visibility is poor. The lender’s ability to exercise remedies increases downside risk, and the company itself references potential Chapter 11. From a credit-risk standpoint, the amendment is a stop-gap measure rather than a de-risking event, therefore I assign a negative impact rating.

Restructuring Specialist

TL;DR: Board-led strategic review stalled; absence of buyer and imminent maturity suggest restructuring or bankruptcy filing is increasingly probable.

The 8-K’s candid disclosure that no acceptable strategic alternative has emerged, combined with the August 2025 maturity, compresses the timeline for a consensual solution. Retriever’s consent to lower the liquidity covenant likely reflects preparation for enforcement rather than confidence in operational turnaround. Equity holders face high dilution or wipe-out risk in any restructuring scenario, while unsecured creditors may also be impaired. Unless a transformative transaction materializes quickly, the path toward an in-court process appears likely. I therefore view the filing as materially negative for stakeholders.

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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): July 8, 2025

Wag! Group Co.

(Exact name of registrant as specified in its charter)

Delaware			001-40764			88-3590180
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

2261 Market St., Suite 85056 San Francisco, California			94114
(Address of principal executive offices)			(Zip Code)

(707) 324-4219

(Registrant’s telephone number, including area code)

Not applicable

(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, par value $0.0001 per share

PET

The Nasdaq Global Market

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

PETWW

The Nasdaq Global 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.    ☐

Item 1.01    Entry into a Material Definitive Agreement.

On July 8, 2025, Wag! Group Co. (the “Company”) entered into an amendment (the “Amendment”) to the financing agreement by and amongst the Company, Blue Torch Finance LLC (“Blue Torch”), and the other parties thereto, dated August 9, 2022, and assigned to Retriever LLC (“Retriever”) on April 11, 2025 (the “Financing Agreement”).

Pursuant to the Amendment, among other things, (i) the covenant requiring the Company to maintain a certain liquidity amount was reduced (the “Additional Available Liquidity”) and (ii) there are restrictions on the manner in which the Company can use the Additional Available Liquidity.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth above in Item 1.01 is incorporated herein by reference.

Item 8.01    Other Events

As previously disclosed, the Company’s Board of Directors has been conducting a review of strategic alternatives, including potential investments, strategic partnerships, sales, merger, or other strategic transactions involving the Company or its assets. To date, the Company has been unable to consummate a strategic alternative transaction that would enable it to satisfy its obligations due under the Financing Agreement.

While the Company is currently engaged in negotiations with Retriever regarding satisfaction of its obligations under the Financing Agreement, which may enable it to continue operations, there can be no assurance that any transaction or other strategic alternative that would result in satisfaction in full of the obligations owed to Retriever will be available to the Company, approved by the Board of Directors and/or Retriever, or otherwise consummated before the maturity of the Financing Agreement in August 2025, or at all. As a result, Retriever would be able to exercise its rights and remedies under the Financing Agreement with respect to the Company and its assets.

The Company may be forced to take action to maximize the enterprise value of its assets, including, without limitation, seeking protection under bankruptcy laws.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits:

Exhibit Number			Description
10.1			Amendment No.3 to Financing Agreement, dated July 8, 2025.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions are intended to identify forward-looking statements. These statements include those related to the Company’s strategic review process, protection under bankruptcy laws and negotiations with Retriever. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: the Company’s ability to conduct the strategic review process, the Company’s ability to successfully negotiate with Retriever regarding satisfaction of its obligations under the Financing Agreement and continued operations, and demands, actions, lawsuits and other claims that potentially could be made by Retriever and other debt holders, the Company’s securityholders, and the Company’s and its subsidiaries’ other creditors. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s filings with the Securities and Exchange Commission, including the most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			WAG! GROUP CO.
			By:			/s/ ALEC DAVIDIAN
						Alec Davidian
						Chief Financial Officer
						(Principal Financial and Accounting Officer)

Date: July 8, 2025

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FAQ

Why did Wag! Group (PET) file an 8-K on July 8 2025?

To disclose an amendment to its financing agreement, new covenant terms, and ongoing strategic review efforts aimed at addressing debt maturing in August 2025.

What changed in the July 2025 amendment to Wag!'s Financing Agreement?

The amendment reduced the required minimum liquidity but imposed restrictions on how the additional liquidity can be used.

When does Wag! Group's debt to Retriever LLC mature?

The obligations under the Financing Agreement mature in August 2025.

Is Wag! Group considering bankruptcy?

Yes. The 8-K states the company may seek protection under bankruptcy laws if no satisfactory strategic transaction is reached.

What are potential outcomes of the strategic review mentioned by Wag! Group?

Possible outcomes include investments, partnerships, a sale, a merger, or other transactions that could satisfy obligations to Retriever.

How does the amendment affect Wag! Group's liquidity?

Lowering the covenant gives short-term liquidity relief, but spending of that liquidity is tightly restricted.