{"url_path":"/sec/bbby/8-k/2026-07-09/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/1130713/0001140361-26-028107-index.html","accession_number":"0001140361-26-028107","cik":"0001130713","ticker":"BBBY","issuer_name":"NEIGHBORHOOD INTELLIGENCE, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1130713/0001140361-26-028107-index.html","primary_entity_key":"0001130713","primary_entity_name":"BED BATH & BEYOND, INC."},"word_count":216,"has_tables":true,"body_markdown":"Item 3.02.\n\nUnregistered Sales of Equity Securities.\n\n \n\nThe information in Item 2.01 of this Current Report on Form 8-K with respect to the Merger Agreement is incorporated herein by reference. The shares of Common Stock and\nthe Convertible Notes issued pursuant to the Merger Agreement will not initially be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Any shares of Common Stock that may be issued upon conversion of the Convertible Notes will be issued in reliance upon Section 3(a)(9) of the\nSecurities Act as involving an exchange by the Company exclusively with its security holders.\n\n \n\nAdditionally, on the Closing Date, in connection with the Merger, the Company issued 142,857 shares of Common Stock pursuant to a letter agreement, dated July 8, 2026\n(the “Letter Agreement”), among The Container Store, Inc. (“TCS Inc.”), TCS, Spruce Advisory Group, LLC and the Company, in satisfaction of certain obligations of TCS Inc. under a consulting services agreement between Spruce Advisory Group, LLC and TCS Inc. The\nshares of Common Stock issued pursuant to the Letter Agreement will not initially be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act."}