Blue Apron Files At-the-Market Equity Offering Program

Blue Apron (NYSE: APRN) today announced that it has filed a prospectus supplement to its existing shelf registration statement on Form S-3 with the Securities and Exchange Commission (SEC), under which it may offer and sell shares of its Class A common stock having an aggregate offering price of up to $70 million from time to time through an “at-the-market” (ATM) equity offering program.

This offering program is intended to provide the company with access to capital from time to time. The aggregate offering price of up to $70 million represents the remaining amount available for issuance under the company’s shelf registration statement declared effective by the SEC on November 10, 2022. The number of shares to be sold, if any, under the ATM program will depend on, among other factors, market conditions, the company’s capital needs, and the anticipated benefits to the company and its shareholders.

The company intends to use the net proceeds from any sales of shares under the ATM program for general corporate purposes, including to:

● Fund working capital, operating expenses, and capital expenditures;

● Potentially pay down some or all of its debt; and

● Provide the company with greater flexibility to pursue, evaluate and potentially execute upon other financing opportunities, a potential business combination or other strategic transaction.

The shares will be offered through Canaccord Genuity as sales agent. Canaccord Genuity may sell shares by any method permitted by law deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended, including without limitation, sales made directly on the New York Stock Exchange, on any other existing trading market for the shares, to or through a market maker or in negotiated transactions. Sales may be made at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices and, as a result, sales prices may vary.

The prospectus supplement filed today adds to, updates or otherwise changes information contained in the existing prospectus contained in a shelf registration statement on Form S-3, which was declared effective by the SEC on November 10, 2022 (File No. 333-268200), for the offering of shares. Prospective investors should read the prospectus, the prospectus supplement and other documents the company has filed or submitted with the SEC (some of which are incorporated by reference into the prospectus and prospectus supplement) for more complete information about the company and the ATM program, including the risks associated with investing in the company. Investors may obtain copies of the prospectus supplement and accompanying prospectus relating to the offering without charge by visiting the SEC’s website at www.sec.gov. Alternatively, potential investors may contact Canaccord Genuity, who will arrange to provide them these documents at: prospectus@cgf.com.

This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any shares of the company, which is made only by means of a prospectus supplement and related prospectus. There will be no sale of shares in any jurisdiction in which the offer, solicitation of an offer to buy or sale would be unlawful.

About Blue Apron

Blue Apron’s vision is Better Living Through Better Food™. Launched in 2012, Blue Apron offers fresh, chef-designed meals that empower home cooks to embrace their culinary curiosity, challenge their abilities in the kitchen and see what a difference cooking quality food can make in their lives. Blue Apron is a carbon-neutral meal-kit company and is focused on bringing incredible recipes to its customers, while promoting planetary and dietary wellness for everyone.

Forward Looking Statements

This press release includes statements concerning Blue Apron’s intended use of the proceeds from its “at-the-market” equity offering program that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of these terms or other similar expressions. The forward-looking statements in this press release are only predictions. Blue Apron has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions including, without limitation, the company's ability to operate as a going-concern in the event that certain anticipated transactions do not close on the expected terms or at all, the company’s expectations regarding its expenses and revenue, its ability to grow adjusted EBITDA and achieve or maintain profitability, the sufficiency of the company’s cash resources, the company’s needs for additional financing; the company’s ability, including the timing and extent, to sufficiently manage costs and to fund investments in its operations in amounts necessary to maintain compliance with financial, environmental, sustainability and corporate governance, and other financial and reporting covenants under its indebtedness while continuing to support the execution and acceleration of its strategy on the company’s anticipated timelines; the company’s ability to enter into an agreement or commitment for a transaction to maximize shareholder values, and the company’s ability to successful close any such transaction; the company’s ability to strengthen its balance sheet while pursuing potential strategic transactions; the company’s ability, including the timing and extent, to successfully support the execution of its strategy, cost-effectively attract new customers and retain existing customers, including its ability to sustain any increase in demand and its ability to continue to expand its product offerings and distribution channels, and to continue to execute operational efficiency practices; and other risks more fully described in the reports and other filings that the company makes with the SEC. The company assumes no obligation to update any forward-looking statements contained in this press release, whether as a result of any new information, future events, or otherwise.

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