Item 3.02. Unregistered Sales of Equity Securities.

On December 20, 2020, Barnes & Noble Education, Inc. (the "Company") entered into subscription agreements with respect to the investment of an aggregate of $14,999,998.00 by Fanatics, Inc. and Lids Holdings, Inc. to purchase an aggregate of 2,307,692 shares of the Company's common stock, $0.01 par value per share. The issuance of shares to each investor was completed in reliance upon applicable exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act") and/or Rule 506 of SEC Regulation D thereunder.

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing the Company's entering into commercial agreements with Fanatics and Lids and related matters is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 and the Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.


    Exhibit No.             Description
        99.1                  Press Release of Barnes & Noble Education, Inc., dated December
                                21    , 2020.
        104                 Cover Page Interactive Data File (embedded within the Inline XBRL
                            document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses