IROBOT CORP 8-K

What Happened

• iRobot Corporation and two subsidiaries filed prepackaged Chapter 11 cases on December 14, 2025 to implement a financial restructuring. The Court confirmed the Company’s plan on January 22, 2026, and the plan became effective on January 23, 2026.
• On the Effective Date, all previously outstanding shares and other equity interests were cancelled and extinguished. Under the plan, obligations under iRobot’s July 24, 2023 Credit Agreement were cancelled. The Company issued 10,000 shares of new common stock to its new stockholder (exempt from SEC registration under Section 1145 of the Bankruptcy Code).
• The existing board dissolved on the Effective Date and a new five-member board was appointed: “James” Yang Yong; “Ada” Feng Huiwei; “Garry” Liao Delin; Robert McCarthy; and Kenneth A. Mendelson. The Company adopted an Amended and Restated Certificate of Incorporation and Bylaws (authorized capital = 10,000 shares of New Common Stock). The Company also terminated all prior equity incentive awards and related plan documentation.

Key Details

• Chapter 11 petition date: December 14, 2025; Plan confirmed: January 22, 2026; Plan effective: January 23, 2026.
• New equity issued: 10,000 shares of New Common Stock to the new stockholder (Section 1145 exemption).
• Prior common stock and other equity holders: all pre-Effective Date equity was cancelled, discharged and extinguished.
• Corporate changes: Credit Agreement obligations cancelled; board replaced; amended charter/bylaws adopted; equity incentive awards terminated; Company intends to file Form 15 to deregister and suspend SEC reporting.

Why It Matters

• Existing public equity holders were wiped out under the restructuring; ownership was reconstituted via issuance of 10,000 new shares to the plan investor. That is the single most material change for prior shareholders.
• The Company’s debt under the named Credit Agreement was cancelled, and governance was reset with a new board and charter—changing control and decision-making going forward.
• iRobot plans to file a Form 15 to deregister and suspend SEC reporting, which will halt regular public filings (10-Ks, 10-Qs, 8-Ks) once effective. Retail investors should note the change in reporting status and that publicly held shares (if any remain tradable) reflect a materially different capital structure and ownership.