Filing Analysis
CarParts.com, Inc. filed an 8-K to announce its financial results for the second quarter ended July 4, 2026. The filing serves as a formal announcement of the earnings release via press release.
📋 Key Facts
- Reporting period: Second Quarter ended July 4, 2026.
- Filing date: August 6, 2026.
- The company issued a press release (Exhibit 99.1) containing the financial results.
- Interim CFO Mark DiSiena signed the report.
CarParts.com entered into a new $25 million asset-based revolving credit facility with First Business Specialty Finance, LLC, while simultaneously terminating its previous revolving credit facility with JPMorgan Chase Bank.
🚩 Red Flags
- The facility is secured by 'substantially all of the assets of the Company,' increasing the risk of total asset loss in a default scenario.
- Significant prepayment penalties ($500k-$750k) create a costly exit barrier.
- Strict negative covenants restrict the company's ability to incur further debt, pay dividends, or repurchase stock.
📋 Key Facts
- New Credit Facility maximum principal amount: $25,000,000.
- Collateral: Secured by substantially all assets of the Company.
- Interest Rate: 1 Month Term SOFR + 3.25% per annum (with potential reductions of 0.25% to 0.50% based on Fixed Charge Coverage Ratio).
- Maturity Date: March 31, 2028, with automatic one-year renewals.
- Prepayment Premiums: $750,000 if terminated before June 15, 2027; $500,000 if terminated on or after that date.
- Financial Covenant: Must maintain a Fixed Charge Coverage Ratio of at least 1.10x if cash plus availability is <$15M or availability is <$7.5M.
CarParts.com, Inc. received notification from Nasdaq that it has regained compliance with the minimum bid price requirement (Listing Rule 5450(a)(1)). The company's stock closed at or above $1.00 for 10 consecutive business days ending June 8, 2026.
🚩 Red Flags
- The company had previously fallen below the $1.00 minimum bid price, indicating a period of significant share price weakness.
📋 Key Facts
- Nasdaq notified the company on June 9, 2026, that it is back in compliance.
- Compliance was achieved via the minimum bid price requirement of $1.00 per share.
- The compliance period spanned 10 consecutive business days from May 26, 2026, through June 8, 2026.
- Nasdaq considers the matter closed.
CarParts.com, Inc. announced the appointment of Tim Nauss as a Class II director to its Board of Directors, effective June 6, 2026. The Board increased the total number of directors to seven to accommodate this appointment.
📋 Key Facts
- Tim Nauss appointed as a Class II director effective June 6, 2026.
- The Board of Directors was increased to a total of seven members.
- Mr. Nauss is designated as an independent director per Nasdaq standards.
- Compensation includes a $50,000 annual retainer.
- Term of service extends until the 2029 Annual Meeting of Stockholders or earlier termination.
CarParts.com, Inc. (PRTS) has filed an 8-K disclosing a 1-for-10 reverse stock split, effective at 11:59 PM ET on May 25, 2026, with shares beginning to trade on a split-adjusted basis on the Nasdaq Capital Market on May 26, 2026. The reverse split was approved by stockholders on May 11, 2026 at a ratio range of 1-for-5 to 1-for-20, with the board selecting the 1-for-10 ratio. Post-split, approximately 8,057,806 shares of common stock will be issued and outstanding, and the stock will trade under a new CUSIP number (14427M206) while retaining the "PRTS" ticker symbol.
🚩 Red Flags
- Reverse stock splits at a 1-for-10 ratio are strongly associated with Nasdaq minimum bid price non-compliance ($1.00 minimum), suggesting the stock had been trading well below $1.00 prior to this action
- Pre-split share count of ~80.6 million shares shrinking to ~8.1 million post-split indicates an extremely low pre-split price, consistent with significant share price deterioration
- CFO role is held on an 'interim' basis (Mark DiSiena, Interim CFO), signaling potential leadership instability at the executive level
- Broad stockholder-approved ratio range (1-for-5 to 1-for-20) suggests the company had significant uncertainty about how severe the split would need to be
- Multiple 8-K items triggered in a single filing (Items 3.03, 5.03, 9.01)
- Reverse splits frequently fail to sustainably restore compliance; share price often reverts downward post-split in distressed micro-cap situations
📋 Key Facts
- 1-for-10 reverse stock split approved by board on May 11, 2026; Certificate of Amendment filed with Delaware Secretary of State on May 21, 2026
- Effective date: 11:59 PM Eastern Time on May 25, 2026; split-adjusted trading commences May 26, 2026 on Nasdaq Capital Market
- Post-split shares outstanding: approximately 8,057,806 (implying ~80.6 million pre-split shares outstanding)
- Stockholder approval granted at 2026 Annual Meeting on May 11, 2026 for a ratio range of 1-for-5 to 1-for-20
- No fractional shares will be issued; fractional entitlements will be rounded up to the next whole number
- New CUSIP number: 14427M206; ticker symbol 'PRTS' remains unchanged
- All stock options, convertible notes, and other securities will be proportionally adjusted per their terms
- Computershare Limited appointed as exchange agent; broker-held shares adjusted automatically
- Filing signed by Mark DiSiena, Interim Chief Financial Officer (notably an interim role)
CarParts.com, Inc. accelerated the expiration of its Tax Benefits Preservation Plan (poison pill) from April 5, 2027, to May 12, 2026. This action effectively terminates the shareholder rights plan and the associated rights originally intended to protect the company's tax assets.
🚩 Red Flags
- The filing is signed by an 'Interim Chief Financial Officer' (Mark DiSiena), suggesting potential management instability or a prolonged search for a permanent CFO.
📋 Key Facts
- Entered into Amendment No. 2 to the Tax Benefits Preservation Plan on May 11, 2026.
- The Final Expiration Date was moved forward by nearly one year, from April 5, 2027, to May 12, 2026.
- As of the close of business on May 12, 2026, the Rights under the Plan have expired and are no longer outstanding.
- The original plan was established on April 5, 2024, to protect Net Operating Losses (NOLs).
CarParts.com stockholders approved a reverse stock split with a ratio between 1:5 and 1:20 at the 2026 Annual Meeting. Additionally, stockholders approved the 2026 Stock Incentive Plan reserving 4.7 million shares and ratified RSM US LLP as the independent auditor.
🚩 Red Flags
- Approval of a reverse stock split, typically a defensive measure to maintain exchange listing requirements.
- Significant shareholder dissatisfaction evidenced by the high volume of 'Withheld' votes for the director nominee (approx. 44.5% of votes cast excluding broker non-votes).
📋 Key Facts
- Stockholders approved an amendment to the Certificate of Incorporation for a reverse stock split at a ratio between 1:5 and 1:20.
- The 2026 Stock Incentive Plan was approved, reserving 4,700,000 shares of common stock.
- Nanxi Liu was elected as a Class II director, though receiving a high number of withheld votes (11,388,331 withheld vs 14,185,563 for).
- RSM US LLP was ratified as the independent auditor for fiscal year 2026.
- The meeting was held on May 11, 2026, with 46,916,016 shares represented out of 72,778,434 entitled to vote.
CarParts.com, Inc. reported its financial results for the first quarter ended April 4, 2026. The results were disclosed via a press release furnished under Item 2.02.
🚩 Red Flags
- The company is currently utilizing an Interim Chief Financial Officer (Mark DiSiena), which may indicate a period of executive transition or instability.
📋 Key Facts
- The company reported financial results for the first fiscal quarter ended April 4, 2026.
- The filing was made on May 7, 2026, under Item 2.02 (Results of Operations and Financial Condition).
- The report was signed by Mark DiSiena in his capacity as Interim Chief Financial Officer.
CarParts.com, Inc. entered into a $8.0 million private placement, issuing 10 million shares at $0.80 per share to fund inventory investments. The transaction includes an Investor Rights Agreement granting a board seat to significant holders and amendments to existing convertible notes to ensure sufficient authorized shares for future conversions.
🚩 Red Flags
- Low issuance price of $0.80 per share, which may indicate distress or risk of falling below NASDAQ minimum bid requirements.
- Amendment of convertible notes suggests the company is approaching its authorized share limit, potentially hindering future financing or conversions.
- The private placement includes a voting agreement requiring purchasers to vote with the majority, which can entrench current management.
- The use of a private placement for basic inventory funding rather than strategic expansion may signal liquidity constraints.
📋 Key Facts
- Private placement of 10,000,000 shares of common stock at $0.80 per share.
- Total gross proceeds of $8.0 million intended for inventory investments.
- Purchasers granted a board seat if they maintain at least 10% beneficial ownership.
- Six-month lock-up period for purchasers with a requirement to vote shares in proportion to other stockholders.
- Amendments to convertible notes issued in September 2025 to ensure at least 20,000,000 authorized shares are available for conversion by May 2027.
- Announced a collaboration with A-Premium to launch JC Whitney-branded SKUs.
CarParts.com, Inc. announced its financial results for the fourth quarter and fiscal year ended January 3, 2026. The results were furnished as part of a press release attached to the filing.
🚩 Red Flags
- The company is currently utilizing an Interim Chief Financial Officer, which may indicate a transition period or vacancy in the permanent executive leadership team.
📋 Key Facts
- Financial results cover the fourth quarter and fiscal year ended January 3, 2026.
- The report was filed under Item 2.02 (Results of Operations and Financial Condition).
- The filing was signed by Mark DiSiena in his capacity as Interim Chief Financial Officer.
CarParts.com, Inc. has successfully transferred its listing from the Nasdaq Global Select Market to the Nasdaq Capital Market following a failure to meet minimum bid price requirements. As part of this transfer, the company has been granted an additional 180-day compliance period, expiring June 8, 2026, to resolve its $1.00 minimum bid deficiency.
🚩 Red Flags
- Delisting risk: Failure to maintain minimum bid price requirements.
- Potential for imminent reverse stock split to artificially inflate share price.
- Downgrade in listing tier (Global Select to Capital Market) indicates declining market standing/liquidity.
📋 Key Facts
- Transfer from Nasdaq Global Select Market to Nasdaq Capital Market effective December 16, 2025.
- Company failed the initial compliance period for a $1.00 minimum bid price requirement (closing bid < $1.00 for 30 consecutive days).
- Nasdaq granted a second 180-day compliance period ending June 8, 2026.
- To regain compliance, the stock must close at or above $1.00 for 10 consecutive business days on or before June 8, 2026.
- The company explicitly stated it is considering a reverse stock split to meet the bid price requirement.
CarParts.com, Inc. has appointed Mark DiSiena as Interim Chief Financial Officer, effective November 12, 2025, via a consulting agreement with Everest Advisors LLC.
🚩 Red Flags
- Use of an interim CFO via a consulting firm often suggests sudden departure of the previous officer or internal financial instability.
- The compensation structure (hourly rate vs. standard executive package) is atypical for permanent C-suite roles, indicating a temporary/emergency measure.
📋 Key Facts
- Mark DiSiena to serve as Interim CFO, Principal Financial Officer, and Principal Accounting Officer.
- Effective date of appointment is November 12, 2025.
- The role is being filled through a Consulting Services Agreement with Everest Advisors LLC.
- Compensation for services is set at an hourly rate of $400 per hour.
- No initial equity awards or annual incentive bonuses are provided under this interim agreement.
CarParts.com, Inc. filed an 8-K to announce its financial results for the third quarter ended September 27, 2025. The filing serves as a formal notice that earnings data has been released via press release.
📋 Key Facts
- Reporting period: Third Quarter ended September 27, 2025.
- Filing date: November 10, 2025.
- The filing includes a press release (Exhibit 99.1) containing the financial results.
CarParts.com, Inc. announced the resignation of its Chief Financial Officer, Ryan Lockwood, effective November 21, 2025. The company stated the departure is to pursue other opportunities and not due to any disagreements regarding operations or policies.
🚩 Red Flags
- Sudden departure of a key C-suite executive (CFO) in a micro-cap environment can create temporary uncertainty regarding financial leadership and reporting transitions.
📋 Key Facts
- Ryan Lockwood resigned as CFO on November 7, 2025.
- The resignation becomes effective on November 21, 2025.
- The departure is reportedly not due to any disagreement with the Company's operations, policies, or practices.
- The Board of Directors and senior finance team will oversee financial operations during the search for a permanent replacement.
CarParts.com, Inc. announced the departure of two directors, Henry Maier and James Barnes, effective October 7, 2025. The departures are linked to agreements with strategic investors and result in a reduction of the Board size from eight to six members.
🚩 Red Flags
- Board downsizing (from 8 to 6) often indicates significant shifts in corporate governance or pressure from major stakeholders/investors.
- Departures are explicitly tied to 'agreements reached with the Company's strategic investors,' suggesting a restructuring of control or influence.
📋 Key Facts
- Henry Maier (Class I Director) stepped down from the Board and the Nominating and Corporate Governance Committee on October 7, 2025.
- James Barnes (Class II Director) stepped down from the Board and the Compensation Committee on October 7, 2025.
- The departures are related to agreements with strategic investors announced on September 9, 2025.
- The Company's Board size is being reduced from eight directors to six directors.
- The company stated the departures were not due to any disagreement regarding operations, policies, or practices.
CarParts.com, Inc. completed a significant financing transaction involving the issuance of 10.3 million shares at $1.04 per share and $25 million in convertible notes to three purchasers. The deal includes substantial investor rights, including board seat restructuring and voting commitments.
🚩 Red Flags
- Significant dilution: Issuance of ~14.99% of total outstanding shares.
- Debt restructuring/reduction: Existing credit facility commitments slashed from $75M to $25M, indicating a potential tightening of liquidity or lender caution.
- Convertible note terms: 2% PIK interest and conversion price ($1.20) creates significant future dilution pressure.
- Board control shift: Significant changes to board composition and voting rights granted to new investors.
📋 Key Facts
- Issued 10,319,727 common shares to International Auto Parts (Cayman) Limited, Axislink Holding B.V., and Lovely Peach Limited at $1.04 per share, totaling $10,732,516.08.
- Issued convertible notes in an aggregate principal amount of $25,000,000 to Axislink and Lovely Peach with a 2% interest rate (payable in kind) maturing September 10, 2028.
- Convertible notes are convertible at a price of $1.20 per share.
- The equity issuance represents 14.99% of the total outstanding common stock.
- Board of Directors will be reduced to six members within 60 days; Purchasers gain two non-voting board observers and potentially two voting seats upon full conversion.
- Amended existing credit agreement, reducing aggregate commitments from $75M to $25M and moving maturity date to September 8, 2026.
CarParts.com, Inc. filed an 8-K to furnish its second quarter financial results for the period ended June 28, 2025. The filing serves as a formal announcement of quarterly earnings via a press release.
📋 Key Facts
- Reporting Period: Second Quarter ended June 28, 2025
- Filing Date: August 12, 2025
- Event Type: Results of Operations and Financial Condition (Item 2.02)
- Exchange: NASDAQ Global Market (Ticker: PRTS)
CarParts.com, Inc. received a deficiency notice from Nasdaq for failing to meet the minimum bid price requirement (Rule 5450(a)(1)). The company has until December 10, 2025, to regain compliance or face potential delisting.
🚩 Red Flags
- Delisting notice (Nasdaq Bid Price Rule non-compliance).
- Explicit mention of a potential reverse stock split to cure deficiency.
- Low share price history (below $1 for 30+ consecutive business days).
📋 Key Facts
- Received Nasdaq deficiency letter on June 13, 2025, regarding the Bid Price Rule (minimum $1.00 bid price).
- Compliance deadline is December 10, 2025, to close at $1 or more for ten consecutive business days.
- The company explicitly mentions a reverse stock split as a potential option to regain compliance.
- Stockholders held an annual meeting on June 13, 2025, electing three Class I directors and ratifying RSM US LLP as auditors.
CarParts.com, Inc. filed an 8-K to announce its financial results for the first quarter ended March 29, 2025. The filing serves as a formal notice that earnings data has been released via press release.
📋 Key Facts
- Reporting period: First quarter ended March 29, 2025.
- Filing date: May 13, 2025.
- The company issued a press release (Exhibit 99.1) containing the financial results.
CarParts.com, Inc. filed an 8-K to announce its financial results for the fourth quarter and fiscal year ended December 28, 2024.
📋 Key Facts
- Reporting period: Fourth quarter and fiscal year ended December 28, 2024.
- Filing date: March 25, 2025.
- The filing includes a press release (Exhibit 99.1) detailing financial results.
CarParts.com, Inc. has announced it is exploring strategic alternatives, which includes the potential sale of the company.
🚩 Red Flags
- Exploration of 'strategic alternatives' often signals significant distress or an attempt to maximize value for shareholders before liquidity issues escalate.
- Potential for high volatility in PRTS stock due to sale speculation.
📋 Key Facts
- The company issued a press release on March 5, 2025, regarding strategic alternatives.
- Strategic alternatives explicitly include a possible sale of the company.
- Filing was signed by CFO Ryan Lockwood.
CarParts.com, Inc. has regained compliance with Nasdaq's minimum bid price requirement. The company maintained a closing bid price of $1.00 or greater for 10 consecutive business days, resolving the previous non-compliance issue.
🚩 Red Flags
- Historical delisting risk (the company was previously in non-compliance with minimum bid price requirements).
📋 Key Facts
- The Company received notification from Nasdaq on January 16, 2025, regarding compliance status.
- Compliance was achieved by meeting the minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1).
- The qualifying period for compliance was 10 consecutive business days from December 30, 2024, through January 14, 2025.
- Nasdaq has officially considered the matter closed.
CarParts.com, Inc. filed an 8-K to announce its financial results for the third quarter ended September 28, 2024.
📋 Key Facts
- Report date: October 29, 2024
- Reporting period: Third Quarter ended September 28, 2024
- The filing is a standard announcement of quarterly results via press release (Exhibit 99.1).
CarParts.com, Inc. received a deficiency notice from Nasdaq for failing to maintain the minimum $1.00 bid price requirement (Rule 5450(a)(1)). The company has until March 17, 2025, to regain compliance or face potential delisting.
🚩 Red Flags
- Delisting notice (Nasdaq non-compliance)
- Potential for mandatory reverse stock split to regain compliance
- Risk of transfer from Nasdaq Global Select Market to Nasdaq Capital Market if deficiency is not cured
📋 Key Facts
- Received Nasdaq deficiency notice on September 18, 2024.
- Violation of Nasdaq Listing Rule 5450(a)(1) (Bid Price Rule).
- Minimum bid price was below $1.00 for the previous 30 consecutive business days.
- Compliance deadline is March 17, 2025 (180-day period).
- To regain compliance, stock must close at $1 or more for 10 consecutive business days.
- The company explicitly mentions a reverse stock split as a potential remedial action.
CarParts.com, Inc. filed an 8-K to announce the release of its financial results for the second quarter ended June 29, 2024.
📋 Key Facts
- The filing is a standard announcement of Q2 2024 financial results.
- Report date: July 30, 2024.
- Financial statements are provided via Exhibit 99.1 (press release).
CarParts.com, Inc. reported the results of its 2024 Annual Meeting of Stockholders held on May 23, 2024. The meeting included votes for director elections, ratification of a tax benefits plan, auditor selection, and executive compensation.
📋 Key Facts
- Annual Meeting held on May 23, 2024.
- Total shares entitled to vote: 56,644,740; Shares present/represented: 46,890,273.
- Three Class III directors elected: David Meniane, Warren 'Barry' Phelps III, and Dr. Lisa Costa.
- Stockholders ratified the Tax Benefits Preservation Plan (amended April 5, 2024).
- Stockholders ratified the selection of RSM US LLP as independent auditors for fiscal year 2024.
- Advisory resolution regarding executive officer compensation was approved.
CarParts.com, Inc. filed an 8-K to announce its financial results for the first quarter ended March 30, 2024.
📋 Key Facts
- The filing is a standard announcement of quarterly earnings (Item 2.02).
- Reporting period: First Quarter ended March 30, 2024.
- Filing date: May 7, 2024.
CarParts.com, Inc. entered into an amendment to its Tax Benefits Preservation Plan on April 24, 2024. The amendment primarily serves to clarify definitions regarding beneficial ownership.
📋 Key Facts
- Amendment No. 1 to the Tax Benefits Preservation Plan was executed on April 24, 2024.
- The agreement is between CarParts.com, Inc. and Computershare Trust Company, N.A., acting as rights agent.
- The amendment clarifies definitions for 'Beneficial Owner', 'Beneficially Own', and 'Beneficial Ownership'.
- This follows a previous Tax Plan dated April 5, 2024.
CarParts.com, Inc. has adopted a 'Tax Benefits Preservation Plan,' effectively implementing a shareholder rights plan (poison pill) to prevent a change of ownership that would trigger Section 382 tax attribute limitations. The plan is designed to deter any person or group from acquiring 4.99% or more of the company's common stock without Board approval.
🚩 Red Flags
- Implementation of a Poison Pill (Shareholder Rights Plan) often indicates management is defending against a hostile takeover or activist investor.
- Extreme dilution potential: The preferred stock terms (1,000x liquidation preference and 1,000 votes per share) are highly non-standard and designed to make an acquisition prohibitively expensive/dilutive.
📋 Key Facts
- Adopted Tax Benefits Preservation Plan on April 5, 2024.
- The plan aims to preserve federal and state tax attributes valued at $105,224 (federal) and $84,780 (state) as of Dec 30, 2023.
- Rights are triggered if a person/group acquires 4.99% or more of common stock without Board approval.
- Each Right allows the purchase of 1/1000th of a share of Series B Junior Participating Preferred Stock at $11.13 per 1/1000th share.
- Preferred Stock features highly dilutive terms: 1,000 votes per share and liquidation/merger payments 1,000x the common stock value.
- The plan includes a 'flip-in' provision where holders (other than the Acquiring Person) can purchase common stock at a significant discount if an Acquiring Person is identified.
CarParts.com, Inc. filed an 8-K to announce its financial results for the fourth quarter and fiscal year ended December 30, 2023.
📋 Key Facts
- Reporting period: Fourth quarter and fiscal year ended December 30, 2023.
- Filing date: March 7, 2024.
- The filing includes a press release (Exhibit 99.1) detailing financial results.