Wag! Group Co. (PET) wipes out common stock and ends S-8 plans

Rhea-AI Filing Summary

Wag! Group Co. has filed post-effective amendments to two Form S-8 registration statements to deregister any remaining shares tied to its 2022 Omnibus Incentive Plan after completing a Chapter 11 restructuring. A bankruptcy court confirmed the company’s reorganization plan, under which all common stock and other equity interests were cancelled as of substantial consummation on September 1, 2025. The amendments terminate offerings under the plans and remove from registration any unsold common shares that had been registered under the two S-8s covering 6,060,703 and 6,378,729 shares. The company states that, after these amendments are effective, it intends to file a Form 15 to end its reporting obligations under the Exchange Act.

Positive

• None.

Negative

• All existing common stock and equity interests are cancelled under a confirmed Chapter 11 reorganization plan as of substantial consummation on September 1, 2025, eliminating prior shareholder positions.
• Deregistration of incentive plan shares and planned Form 15 filing signal termination of stock-based plan offerings and an intention to cease SEC reporting obligations.

Insights

Distressed equity and restructuring analyst

Common equity is wiped out and incentive plan shares are deregistered.

Wag! Group Co. completed a Chapter 11 process in which a court-confirmed reorganization plan cancels all common stock and other equity interests as of substantial consummation on September 1, 2025. This effectively eliminates existing shareholders’ positions in the reorganized entity.

The company is filing post-effective amendments to two Form S-8 registrations linked to the 2022 Omnibus Incentive Plan. These amendments remove from registration any unsold common shares that had been registered under prior statements covering 6,060,703 and 6,378,729 shares of common stock issuable under the plan and terminate the effectiveness of those registrations.

After these amendments become effective, the company indicates it intends to submit a Form 15 to terminate its obligations to file periodic reports under Sections 13(a) and 15(d) of the Exchange Act. Subsequent disclosures in court or other channels, rather than ongoing SEC reports, would then provide future visibility into the reorganized entity.

Registration No. 333-278113

Registration No. 333-268620

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-278113

Post-Effective Amendment No. 1 to Form S-8 Registration No. 333-268620

UNDER

THE SECURITIES ACT OF 1933

Wag! Group Co.

(Exact name of registrant as specified in its charter)

Delaware						88-3590180
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)
2261 Market St., Suite 86056 San Francisco, California						94114
(Address of Principal Executive Offices)						(Zip Code)

Wag! Group Co. 2022 Omnibus Incentive Plan

(Full title of the plans)

Garrett Smallwood

Chief Executive Officer

Wag! Group Co.

2261 Market St., Suite 86056

San Francisco, California 94114

(Name, address and telephone number, including area code, of agent for service)

61833353.3

(707) 324-4219

(Registrant’s telephone number, including area code)

Copies to:

Jeffrey H. Kuras
Honigman LLP

2290 First National Building

660 Woodward Avenue
Detroit, MI
Telephone: (313) 465-7446

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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 7(a)(2)(B) of the Securities Act. ☐

61833353.3

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

On July 21, 2025, Wag! Group Co. (the “Company”) and certain of its wholly owned subsidiaries (together with the Company, the “Debtors”) commenced cases (and the cases commenced thereby, the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the Chapter 11 Case of Wag! Group Co. (Case No. 25-11358).

On August 29, 2025, the Bankruptcy Court entered an order confirming the First Amended Joint Prepackaged Plan of Reorganization of Wag! Group Co. and Certain of its Affiliates dated August 26, 2025 (the “Plan”), pursuant to which all shares of common stock, par value $0.0001 per share (the “Common Stock”), and other equity interests in the Company are cancelled and extinguished as of the substantial consummation of the Plan. On September 1, 2025, the Plan was substantially consummated and the Common Stock and other equity interests in the Company were cancelled and extinguished as of such date.

The Company has terminated all offerings of its Common Stock pursuant to the below-listed registration statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”). Effective upon the filing of these post-effective amendments (each, a “Post-Effective Amendment”, and collectively, the “Post-Effective Amendments”), the Company removes from registration all such Common Stock of the Company that is registered but unsold under the Registration Statements, if any, amends each Registration Statement, as appropriate, to reflect the deregistration of such Common Stock, and terminates its effectiveness.

•Registration Statements No. 333-278113, registering 6,060,703 shares of Common Stock issuable pursuant to the evergreen provision of the Wag! Group Co. 2022 Omnibus Incentive Plan.

•Registration Statements No. 333-268620, registering 6,378,729 shares of Common Stock issuable pursuant to the Wag! Group Co. 2022 Omnibus Incentive Plan

Following effectiveness of these Post-Effective Amendments, the Company intends to file a Form 15 to terminate its duty to file reports under Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended.

61833353.3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California on September 5, 2025.

Wag! Group Co.
By:						/s/ Alec Davidian
Name:						Alec Davidian
Title:						Chief Financial Officer
						(Principal Financial and Accounting Officer)

No other person is required to sign these Post-Effective Amendments in reliance on Rule 478 of the Securities Act of 1933.

61833353.3

FAQ

What does Wag! Group Co. (PET) disclose about its Chapter 11 process?

The company states that it and certain subsidiaries commenced Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware. An order entered on August 29, 2025 confirmed a reorganization plan under which all common stock and other equity interests are cancelled as of substantial consummation on September 1, 2025.

What happens to Wag! Group Co. common stock under the confirmed plan?

The filing explains that all shares of common stock, par value $0.0001 per share, and other equity interests in Wag! Group Co. are cancelled and extinguished as of the substantial consummation of the confirmed Chapter 11 plan on September 1, 2025.

Which Wag! Group Co. Form S-8 registrations are being amended and why?

The company is filing post-effective amendments to Registration No. 333-278113 and Registration No. 333-268620, both on Form S-8 for the 2022 Omnibus Incentive Plan. It is terminating all offerings under these statements and removing from registration any unsold common stock previously registered.

How many Wag! Group Co. shares were registered under the affected S-8 filings?

Registration No. 333-278113 covered 6,060,703 shares of common stock issuable pursuant to the evergreen provision of the 2022 Omnibus Incentive Plan. Registration No. 333-268620 covered 6,378,729 shares of common stock issuable under the same plan.

What is Wag! Group Co.’s plan for its SEC reporting obligations after these amendments?

The company states that, following the effectiveness of these post-effective amendments, it intends to file a Form 15 to terminate its duty to file reports under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended.

Who signed the Wag! Group Co. post-effective amendments and in what capacity?

The amendments were signed on behalf of Wag! Group Co. by Alec Davidian, who is identified as Chief Financial Officer and the principal financial and accounting officer. The signature is dated in San Francisco, California on September 5, 2025.