CarParts.com (NASDAQ: PRTS) funds 30,000 JC Whitney SKUs with $8M raise
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
CarParts.com, Inc. entered into a private placement, agreeing to sell 10,000,000 shares of common stock at $0.80 per share for gross proceeds of $8.0 million. The company plans to use the net proceeds to fund inventory investments, primarily for its JC Whitney-branded product line.
The investors are subject to a six-month lock-up with restrictions on transfers and hedging, a company repurchase right, and voting commitments. An Investor Rights Agreement grants the purchasers customary resale registration rights and, while they hold at least 10% beneficial ownership, the right to designate one board member.
CarParts.com also amended certain convertible notes to ensure sufficient authorized shares for full conversion after May 8, 2027, and announced an expanded collaboration with A-Premium to launch about 30,000 JC Whitney SKUs, with an initial 6,000 SKUs expected for sale in early Q2 2026.
Positive
- $8.0 million strategic equity raise at $0.80 per share to fund JC Whitney inventory, which management describes as highly strategic growth capital expected to be accretive to earnings.
- Expanded A-Premium partnership built on a prior $35.7 million strategic investment generating approximately $35 million in annualized revenue, now supporting a 30,000-SKU JC Whitney product rollout.
- Operational improvement trend highlighted by four consecutive quarters of progress, including a $7.7 million year-over-year reduction in total operating expenses in the fourth quarter as the company pursues profitability.
Negative
- None.
Insights
CarParts.com raises $8M and deepens JC Whitney growth partnership.
CarParts.com is raising $8.0 million via a private placement of 10,000,000 shares at $0.80, explicitly described as "highly strategic growth capital" to fund JC Whitney inventory. This ties fresh equity directly to an identifiable growth initiative rather than general corporate purposes.
The company highlights four consecutive quarters of operational improvement, including a $7.7 million year-over-year decline in total operating expenses in the fourth quarter, and notes that its earlier $35.7 million strategic investment with A-Premium is generating about $35 million in annualized revenue. These figures suggest improving cost discipline and tangible revenue contribution from the partnership.
The expanded collaboration targets approximately 30,000 JC Whitney SKUs, with 6,000 SKUs already in transit and expected to be available in early Q2 2026. Management states that the JC Whitney inventory is expected to be accretive to earnings and to support the company’s path toward profitability, though actual results will depend on execution, demand, and the risks outlined in its Form 10-K and 10-Q filings.
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) March 21, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (424 ) 702-1455
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
symbol(s)
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Name of each exchange on which
registered
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(NASDAQ Capital Market)
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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.
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Purchase Agreement
On March 21, 2026, CarParts.com, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with certain investors (the
“Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers, in a private placement, an aggregate of 10,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a
purchase price of $0.80 per share for gross proceeds of $8.0 million (the “Transaction”). The closing of the Transaction is subject to conditions and covenants typical for this type of transaction.
The Company intends to use the net proceeds from the private placement to fund the Company’s inventory investments.
Pursuant to the Purchase Agreement, each Purchaser agreed, for a period of six months from the closing date, not to transfer or hedge the Shares, subject
to specified exceptions; prior to any transfer outside those exceptions, the Company has a five business day right to purchase the applicable Shares on substantially the same terms, and during such lock up period each Purchaser agreed to vote its
shares in the same relative proportions as votes cast by the Company’s other stockholders and to be present for quorum purposes.
The Purchase Agreement contains customary representations, warranties and agreements by the Company and the Purchasers, and customary conditions and other
obligations of the parties. The securities were offered and sold in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of
the Purchase Agreement, which is filed as Exhibit 10.1 and is incorporated by reference. The Purchase Agreement is not intended to provide any factual information about the Company or the Purchasers. The representations, warranties and covenants
contained in the Purchase Agreement (i) have been made solely for the purposes of the Purchase Agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Purchase Agreement; (iii) are not intended as statements
of fact to be relied upon by holders of shares of Company Common Stock or others, but rather as a way of allocating the risk between the parties in the event that the statements therein prove to be inaccurate; (iv) may have been modified or
qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Purchase Agreement, which disclosures are not reflected in the Purchase Agreement itself; (v) may no longer be true as of a
given date; and (vi) may apply standards of materiality in a way that is different from what may be viewed as material by holders of shares of Company Common Stock or others. Holders of shares of Company Common Stock and others are not third-party
beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company or the Purchasers. Moreover,
information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Company
acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to
make the statements in this Form 8-K not misleading.
Investor Rights Agreement
In connection therewith, the Company entered into an Investor Rights Agreement with the Purchasers providing customary resale registration rights and,
while the Purchasers and their affiliates collectively maintain at least 10% beneficial ownership, the right to designate one member of the Company’s Board of Directors.
The Investor Rights Agreement contains customary representations, warranties and agreements by the Company and the Purchasers, and customary conditions
and other obligations of the parties.
The foregoing summary of the Investor Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full
text of the Investor Rights Agreement, which is filed as Exhibit 10.2 and is incorporated by reference.
Convertible Note Amendments
On March 24, 2026, the Company entered into amendments (the “Convertible Note Amendments”) to certain convertible notes (the “Convertible Notes”)
issued pursuant to a purchase agreement dated September 8, 2025 with certain investors (the “Holders”). The Convertible Note Amendments amend Section 7 of the Convertible Notes to provide that if, as of May 8, 2027, the Company does not have at
least 20,000,000 authorized shares of common stock available for issuance, the Company will use its best efforts to obtain stockholder approval at its 2027 annual meeting to increase its authorized common stock; and from and after May 8, 2027, the
Company shall reserve and keep available such number of authorized and unissued shares as shall from time to time be necessary to permit full conversion of the Convertible Notes.
The foregoing is only a summary of the material terms of the Convertible Note Amendments, does not purport to be a complete description of the rights
and obligations of the parties thereunder, and is qualified in its entirety by reference to the Form of Convertible Note Amendment, which is filed as Exhibit 10.3 to this Current Report on Form 8‑K and incorporated herein by reference.
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Unregistered Sale of Securities
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Based in part on representations made by the Purchasers in the Purchase Agreement, the sale of the Shares to the Purchasers will be exempt from the
registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act.
The information related to the issuance of the Shares contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference.
| Item 8.01 |
Other Events.
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On March 24, 2026, the Company issued a press release announcing the Transaction and a collaboration with A‑Premium to launch JC Whitney‑branded SKUs.
A copy of the press release is filed as Exhibit 99.1 and is incorporated by reference.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may include, but are not limited to, statements regarding the closing of the Transaction and anticipated use of proceeds. Forward-looking statements are subject to numerous risks and uncertainties that could cause actual
results to differ materially from those expressed or implied in these statements, including but not limited to risks related to the closing of the Transaction and other risks described in the Company’s filings with the Commission, including its
most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. All forward-looking statements are based on current expectations and assumptions, and the Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise, except as required by law.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Form of Purchase Agreement, dated as of March 21, 2026, by and among CarParts.com, Inc. and the Purchasers thereto
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10.2
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Form of Investor Rights Agreement, dated as of March 21, 2026, by and among CarParts.com, Inc. and the Purchasers thereto
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10.3
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Form of Convertible Note Amendment
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99.1
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Press Release, dated March 24, 2026
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104
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Cover Page Interactive Data File (formatted as Inline XBRL)
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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.
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Dated: March 25, 2026
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CARPARTS.COM, INC.
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By:
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/s/ Mark DiSiena
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Name:
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Mark DiSiena
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Title:
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Interim Chief Financial Officer
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Exhibit 99.1
CarParts.com and A-Premium Expand Partnership to Launch 30,000-SKU
JC Whitney® Branded Product Line
Deep Collaboration Includes Complete Branding, Catalog, Sourcing, Content, and Fulfillment
$8M Private Placement Funds JC Whitney Inventory Investment
Investment Expected to Be Accretive to Earnings
LONG BEACH, Calif., March 25, 2026 /PRNewswire/ -- CarParts.com, Inc. (NASDAQ: PRTS) and A-Premium, a global leader in mechanical parts procurement and e-commerce, today announced a collaboration agreement
to launch approximately 30,000 new SKUs of primarily mechanical auto parts under the iconic JC Whitney® brand marking a significant expansion of the brand into the high-value replacement parts category.
In connection with the collaboration, CarParts.com has completed an $8 million private placement of common stock at $0.80 per share, led by
industrial investors and experienced financial investors. Net proceeds will be used to fund CarParts.com's inventory investment for the JC Whitney product line.
Strengthening Operational Momentum
The announcement follows four consecutive quarters of operational improvement, including contribution margin expansion, reduced operating
expenses, and improved marketing efficiency. In the fourth quarter, total operating expenses declined by $7.7 million year over year as the Company continues executing its path toward profitability.
Expanded Strategic Partnership
A-Premium and CarParts.com are expanding the commercial partnership established through the $35.7 million strategic investment completed in
September 2025, which is currently generating approximately $35 million in annualized revenue. Under the new collaboration, A-Premium will fully leverage its strengths in product development, sourcing, and inventory management to help build the JC
Whitney product business from the ground up.
Under the cooperation agreement, the two parties will leverage their respective strengths across the complete JC Whitney branding, catalog,
product sourcing and quality assurance, professionally produced marketing materials and listings, and consolidated fulfillment, enabling CarParts.com to bring 30,000 SKUs to market in the most efficient manner.
The launch significantly expands JC Whitney’s product portfolio into core mechanical components and positions the brand as a scaled
platform for performance and enthusiast parts across the CarParts.com ecosystem.
The initial tranche of approximately 6,000 JC Whitney SKUs is
currently in transit and expected to be available for sale in early Q2 2026. Subsequent product launches will scale toward the full 30,000-SKU catalog over the balance of the year.
“JC Whitney is one of the most recognized names in automotive, with a heritage going back over a century,” said David Meniane, CEO of
CarParts.com. “A-Premium brings the sourcing, the content, and the fulfillment infrastructure to turn that brand into a scaled product business. The first 6,000 SKUs are already on the water. This is highly strategic growth capital that we are
planning to deploy to acquire inventory at attractive contribution margins. We are jointly investing in this business with A-Premium and we expect it to be accretive to earnings.”
“We are very pleased with the progress of our partnership with CarParts.com since we began working together in September,” said Frank Xie,
Chief Executive Officer of A-Premium. “Over the past decade, A-Premium has built a proprietary, end-to-end go-to-market system that has built our company into a global brand. We are excited to apply this system to the JC Whitney product line,
starting with 6,000 SKUs launching this quarter, and help CarParts.com build JC Whitney into something special.”
Private Placement
CarParts.com has completed a private placement of 10,000,000 shares of common stock at $0.80 per share for gross proceeds of $8.0 million.
The investors are strategic partners who possess extensive operational experience in the internet platform and auto parts industries, as well as significant capital investment experience, and are positioned to support the sustainable growth of the
Company's business.
Net proceeds will be used primarily to purchase inventory for the JC Whitney product line. At the Company's attractive contribution
margins, the inventory is expected to generate attractive returns on invested capital as it turns through the sales cycle, contributing to the Company's path toward profitability.
Legal Counsel
Dorsey Whitney LLP served as legal counsel to CarParts.com. Haiwen & Partners served as legal counsel to the investors and A-Premium.
About JC Whitney
Founded in 1915, JC Whitney is one of the most recognized brands in automotive retail, known for its comprehensive catalog of automotive
parts and accessories. With over a century of expertise, JC Whitney has evolved to meet the changing needs of car enthusiasts and DIY mechanics, offering a wide range of high-quality products to a new generation of customers.
About A-Premium
A-Premium is a rapidly growing global auto parts brand with nearly 180,000 high-quality SKUs covering a full range of mechanical and
performance parts. Recognized for its quality, innovation, and breadth of offerings, A-Premium serves customers across numerous countries worldwide through advanced technology and data-driven supply chain solutions. Its commitment to
first-to-market products, premium packaging, and bundled solutions has made it a trusted name for both professional installers and DIY enthusiasts.
About CarParts.com
CarParts.com, Inc. is a technology-led ecommerce company offering over 1 million quality automotive parts and accessories. Operating for
over 30 years, the Company serves over 2.5 million unique customers annually through its website and mobile app, backed by a nationwide, company-operated distribution network providing 2-day delivery to approximately 95% of the continental United
States. The company operates CarParts.com and a portfolio of brands including JC Whitney®, Kool-Vue, Evan Fischer, Garage-Pro, and CarParts Wholesale. For more information, visit www.carparts.com.
Safe Harbor Statement
Important factors that may cause such a difference include, but are not limited to, our ability to achieve the expected benefits from the
announced transaction, including the commercial relationship; costs and expenses related to the transaction; responses by customers, competitors, and regulators to the transaction; fluctuations in the trading price and volume of CarParts.com’s
common shares related to the transaction or otherwise; competitive pressures; CarParts.com’s dependence on search engines to attract customers; demand for CarParts.com’s products; the online market and channel mix for aftermarket auto parts; the
economy in general; increases in commodity and component pricing that would increase CarParts.com’s product costs; the operating restrictions in CarParts.com’s credit agreement; the weather; and any other factors discussed in CarParts.com’s filings
with the Securities and Exchange Commission (the “SEC”), including the Risk Factors contained in CarParts.com’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available at www.carparts.com/investor and the SEC’s website at
www.sec.gov. You are urged to consider these factors carefully in evaluating the forward-looking statements in this release and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by
this cautionary statement. Unless otherwise required by law, CarParts.com expressly disclaims any obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
Investor Relations Contact:
ir@carparts.com
FAQ
What did CarParts.com (PRTS) announce about its new private placement?
CarParts.com agreed to sell 10,000,000 common shares at $0.80 each, raising gross proceeds of $8.0 million. The company plans to use the net proceeds to fund inventory investments, particularly for the expanded JC Whitney-branded product line.
How will CarParts.com (PRTS) use the $8 million raised in the private placement?
The company intends to use the net proceeds primarily to purchase inventory for the JC Whitney product line. Management characterizes this as strategic growth capital, aiming for attractive contribution margins and earnings accretion as the inventory turns through the sales cycle.
What are the key terms of the lock-up for investors in CarParts.com’s private placement?
Each purchaser agreed to a six-month lock-up from closing, during which they will not transfer or hedge their shares except under specified exceptions. The company also has a five-business-day right to repurchase shares before transfers outside those exceptions, and purchasers agreed to pro-rata voting.
How is CarParts.com (PRTS) expanding its partnership with A-Premium and JC Whitney?
CarParts.com and A-Premium plan to launch about 30,000 JC Whitney-branded SKUs, mainly mechanical parts, leveraging A-Premium’s sourcing, catalog, and fulfillment capabilities. An initial tranche of roughly 6,000 SKUs is in transit and expected to be available for sale in early Q2 2026.
What changes did CarParts.com make to its convertible notes in March 2026?
On March 24, 2026, CarParts.com amended certain convertible notes so that if by May 8, 2027 it lacks at least 20,000,000 authorized common shares available, it will seek stockholder approval to increase authorization and thereafter reserve enough shares to permit full conversion.
What recent operating performance did CarParts.com highlight in the JC Whitney announcement?
The company cited four consecutive quarters of operational improvement, including contribution margin expansion, reduced operating expenses, and better marketing efficiency. In the fourth quarter, total operating expenses declined by $7.7 million year over year as it continues pursuing a path toward profitability.
What governance rights do the new investors receive under CarParts.com’s Investor Rights Agreement?
The Investor Rights Agreement provides customary resale registration rights and allows the purchasers and their affiliates, while maintaining at least 10% beneficial ownership, to designate one member of CarParts.com’s Board of Directors, adding formal governance influence tied to their ownership stake.
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