Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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KIRKLAND'S, INC (Name of Issuer) |
Common Stock (Title of Class of Securities) |
497498105 (CUSIP Number) |
Adrianne Lee c/o Beyond, Inc., 799 W. Coliseum Way Midvale, UT, 84047 (801) 947-3100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 497498105 |
| 1 |
Name of reporting person
BEYOND, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,934,465.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
40 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amend and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on October 28, 2024 (the "Schedule 13D") relating to the shares of common stock, no par value (the "Common Stock"), of Kirkland's, Inc., a Tennessee corporation (the "Issuer"), whose principal executive office is located at 5310 Maryland Way, Brentwood, Tennessee. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
KIRKLAND'S, INC |
| (c) | Address of Issuer's Principal Executive Offices:
5310 Maryland Way, Brentwood,
TENNESSEE
, 37027. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Person acquired the Subscription Agreement Shares (as defined below) for aggregate consideration of $8.0 million with funds from its working capital. | |
| Item 4. | Purpose of Transaction |
On February 5, 2025, the Issuer's shareholders approved the issuances to the Reporting Person of (i) 4,324,324 shares of Common Stock pursuant to the Subscription Agreement (the "Subscription Agreement Shares") and (ii) 4,610,141 shares of Common Stock in connection with the automatic conversion of the Convertible Note. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | (a) - (b) o Amount beneficially owned: 8,934,465 o Percent of Class: 40.0% o Number of shares the Reporting Person has: o Sole power to vote or direct the vote: 8,934,465 o Shared power to vote: 0 o Sole power to dispose or direct the disposition of: 8,934,465 o Shared power to dispose or direct the disposition of: 0 The percentage ownership is based upon 22,362,542 shares of Common Stock outstanding as of February 5, 2025. |
| (c) | None. |
| (d) | None. |
| (e) | Not applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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