Core Viewpoint - PetMed Express, Inc. has announced preliminary second quarter fiscal year 2026 results, indicating a significant decline in net sales compared to the previous year, and has filed a Notification of Late Filing with the SEC due to delays in filing its Form 10-Q [1][2]. Financial Performance - For the fiscal second quarter ended September 30, 2025, net sales are estimated to range from $43.4 million to $44.5 million, a decrease from $58.0 million in the prior year period [2]. - For the six months ended September 30, 2025, net sales are estimated to range from $94.5 million to $95.6 million, down from $124.3 million in the prior year period [2]. - The company reported $36.1 million in cash and no debt as of September 30, 2025 [4]. Compliance and Regulatory Issues - On November 12, 2025, the company received a notice from Nasdaq indicating non-compliance due to delays in filing its Quarterly Reports for the periods ended June 30, 2025, and September 30, 2025 [5]. - The company must submit an update to its original plan to regain compliance by November 28, 2025, following a previous submission on September 2, 2025 [6]. - The notice does not have an immediate effect on the listing of the company's common stock on Nasdaq [6]. Operational Challenges - The company is currently unable to provide estimates for operating income or net income for the three- and six-month periods ended September 30, 2025, due to ongoing analysis of a potential goodwill impairment charge [3]. - The company is working diligently to complete and file its Q1 10-Q and Q2 10-Q as soon as possible to regain compliance with Nasdaq listing standards [7]. Company Overview - PetMed Express, Inc. is a pioneer in the direct-to-consumer pet healthcare sector, offering a range of pet health solutions through its brands, including PetCareRx [8]. - The company is licensed across all 50 states and focuses on providing value, convenience, and care to pet owners [8].

Core Insights - Bragar Eagel & Squire, P.C. is investigating potential claims against PetMed Express, Inc. for possible violations of federal securities laws and unlawful business practices [1][2] Investigation Details - The investigation is focused on whether PetMed has engaged in any unlawful activities that may have affected its stockholders [1][2] - Investors who have suffered losses and are long-term stockholders are encouraged to reach out for more information regarding their rights [3] Company Background - Bragar Eagel & Squire, P.C. is a law firm that represents individual and institutional investors in various types of litigation across the United States [4] - The firm has offices in New York and California and specializes in commercial and securities litigation [4] Recent Developments - On June 10, 2025, PetMed announced a delay in releasing its fourth quarter and fiscal year 2025 earnings due to the need for additional time to complete the year-end audit [6] - Following this announcement, PetMed's stock price dropped by $0.47, or 11.22%, closing at $3.72 per share on June 11, 2025 [6]

Core Viewpoint - PetMed Express, Inc. has appointed James LaCamp to its Board of Directors, effective immediately, and he will become Chair of the Audit Committee on October 30, 2025, enhancing the company's financial governance and oversight capabilities [2][3]. Board Composition and Changes - The appointment of James LaCamp is part of PetMed's ongoing board refreshment strategy, which aims to build a board of independent and highly qualified directors to support profitable revenue growth and shareholder value creation [3][4]. - Since fiscal Q4 2024, notable changes to the board include Leslie C. G. Campbell becoming Chair of the Board, and the appointments of Justin Mennen, Leah Solivan, and Peter Batushansky, resulting in a board of six directors, five of whom are independent [3][4]. James LaCamp's Background - James LaCamp brings nearly 20 years of experience in finance, accounting, and corporate strategy, having served as Chief Financial Officer at various technology companies and as an Audit Partner at Deloitte & Touche LLP [5][6][7]. - Currently, LaCamp is the Chief Financial Officer of Skydio, overseeing all financial operations, and has held leadership roles in other technology firms, contributing to financial strategy and operations [7][8]. Company Overview - PetMed Express, founded in 1996, is a pioneer in the direct-to-consumer pet healthcare sector, offering a range of pet health solutions through its online pharmacy, licensed across all 50 states [10]. - The company focuses on value, convenience, and care, empowering pet parents to support the health of their pets [10].

Bragar Eagel & Squire, P.C. Litigation Partner Brandon Walker Encourages Investors Who Suffered Losses In PetMed (PETS) To Contact Him Directly To Discuss Their Options If you purchased or acquired securities in PetMed and would like to discuss your legal rights, call Bragar Eagel & Squire partner Brandon Walker or Marion Passmore directly at (212) 355-4648. Click here to participate in the action. NEW YORK, Oct. 15, 2025 (GLOBE NEWSWIRE) -- What’s Happening: Bragar Eagel & Squire, P.C., a nationally recog ...

[Form 8-K Filing Details](index=1&type=section&id=Form%208-K%20Filing%20Details) This section provides essential administrative information regarding the Form 8-K filing, including registrant details and securities information [Registrant Information](index=1&type=section&id=Registrant%20Information) This section identifies PetMed Express, Inc. as the registrant, detailing its incorporation state, principal executive offices address, and telephone number - Registrant: **PetMed Express, Inc.**[2](index=2&type=chunk) - Address: **420 South Congress Avenue, Delray Beach, Florida 33445**[2](index=2&type=chunk) - Telephone: **(561) 526-4444**[2](index=2&type=chunk) [Securities Information](index=1&type=section&id=Securities%20Information) The report lists classes of securities registered under Section 12(b) of the Act, including Common Stock and Preferred Stock Purchase Rights traded on NASDAQ Global Select Market, noting the registrant is not an emerging growth company Registered Securities | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :--- | :--- | :--- | | Common Stock, par value $.001 per share | PETS | NASDAQ Global Select Market | | Preferred Stock Purchase Rights | N/A | NASDAQ Global Select Market | - The registrant is not an emerging growth company[4](index=4&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This section details the announcement of fiscal year-end financial results and the Company's approach to non-GAAP financial measures [Fiscal Year-End Financial Results Announcement](index=2&type=section&id=Fiscal%20Year-End%20Financial%20Results%20Announcement) PetMed Express, Inc. announced its March 31, 2025 fiscal year-end financial results and other financial information on October 14, 2025, through a press release furnished as Exhibit 99.1 - PetMed Express, Inc. issued a press release on **October 14, 2025**, announcing its **March 31, 2025** fiscal year-end financial results[5](index=5&type=chunk) - A copy of the press release is furnished as **Exhibit 99.1** and incorporated by reference[5](index=5&type=chunk) [Non-GAAP Financial Measures](index=2&type=section&id=Non-GAAP%20Financial%20Measures) The Company makes reference to non-GAAP financial information in both the press release and the conference call, with a reconciliation to the nearest comparable GAAP financial measures provided in the attached press release - The Company refers to non-GAAP financial information in the press release and conference call[7](index=7&type=chunk) - A reconciliation of non-GAAP financial measures to comparable GAAP measures is included in the press release[7](index=7&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section provides a comprehensive list of all financial statements and exhibits accompanying the Form 8-K filing [List of Exhibits](index=2&type=section&id=List%20of%20Exhibits) This section lists the exhibits filed with the Form 8-K, including the press release dated October 14, 2025, and the Cover Page Interactive Data File in Inline XBRL format Exhibits Filed | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press release dated October 14, 2025 | | 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | [Cautionary Note Regarding Forward-Looking Statements](index=2&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section advises that the report contains forward-looking statements, subject to risks and uncertainties that may cause actual results to differ materially, cautioning against undue reliance and clarifying no obligation to update them - The report contains forward-looking statements regarding future events, including the timing of the Form 10-K filing and preliminary unaudited financial results[10](index=10&type=chunk) - These statements are subject to risks and uncertainties, and actual results could differ materially due to factors such as the completion of the audit and identification of material adjustments[10](index=10&type=chunk) - Readers should not place undue reliance on these statements, which apply only as of the report date, and the Company undertakes no obligation to update them[10](index=10&type=chunk) [Signatures](index=3&type=section&id=Signatures) This section confirms that the report was duly signed on October 14, 2025, by Leslie C.G. Campbell, the Interim Chief Executive Officer and President of PetMed Express, Inc. - The report was signed on **October 14, 2025**[13](index=13&type=chunk) - Signed by **Leslie C.G. Campbell**, Interim Chief Executive Officer and President (principal executive officer)[13](index=13&type=chunk)

PART I [Business Overview](index=5&type=section&id=Item%201.%20Business) PetMed Express is a leading direct-to-consumer pet health and wellness retailer, offering medications, food, and supplies, and expanding its omnichannel presence - PetMed Express, Inc. (PetMeds), established in 1996, is a pioneer and leading nationwide direct-to-consumer pet health and wellness retailer operating through its websites, customer contact center, and mobile applications[22](index=22&type=chunk) - In April 2023, PetMeds acquired PetCareRx, Inc., significantly expanding its product catalog to include a more extensive selection of premium food, supplements, treats, and other pet supplies[26](index=26&type=chunk) - The company's pharmacies are accredited by NABP.Com and LegitScript, employing licensed pharmacists and a 50-state licensed Pharmacist-in-Charge, ensuring regulatory compliance and operational excellence[27](index=27&type=chunk) - PetMeds is evolving from a digital-only model to an omnichannel business, expanding into multi-channels like Amazon, adding compound pharmacy partnerships, and introducing private label functional health products to enhance margins and brand loyalty[42](index=42&type=chunk) Pet Spending in the United States (2024) | Category | Amount (Billions USD) | Percentage of Total | | :------- | :-------------------- | :------------------ | | Total Pet Spending | $152 | 100% | | Veterinary Care & Prescription Medications | $39.8 | 26% | Customer Metrics (Fiscal Years 2024-2025) | Metric | Fiscal Year 2025 | Fiscal Year 2024 | | :----- | :--------------- | :--------------- | | New Customers Acquired | 351,000 | 457,000 | | Average Order Value | ~$97 | ~$94 | [Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The Company faces significant risks including regulatory non-compliance, inventory management, cybersecurity threats, and internal control weaknesses - Failure to comply with state or federal regulations governing the pet health business, especially regarding prescription pet medications, could lead to reprimands, sanctions, fines, suspensions, or loss of pharmacy licenses, materially affecting operations[77](index=77&type=chunk)[78](index=78&type=chunk) - The Company's financial condition and results of operations could be materially adversely affected by veterinarians resisting prescription authorizations or discouraging pet owners from purchasing from internet mail-order pharmacies[84](index=84&type=chunk)[85](index=85&type=chunk) - Cybersecurity incidents, including breaches of security measures or those of third-party service providers, could damage the Company's reputation and brands, leading to significant legal and financial exposure, and adversely affecting business, financial condition, and results of operations[102](index=102&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk) - The Company has identified material weaknesses in its internal controls over financial reporting for the periods ended March 31, 2024 and 2025, which could lead to inaccurate financial reporting, restatements, regulatory actions, and a decline in stock price[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) - The market for pet telemedicine is immature and uncertain; if it does not develop as expected or faces negative publicity, the growth and results of the Company's partnership with Vetster may be adversely affected, potentially leading to an impairment of its investment[124](index=124&type=chunk)[126](index=126&type=chunk) [Unresolved Staff Comments](index=25&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The Company has no unresolved staff comments from the SEC - There are no unresolved staff comments[152](index=152&type=chunk) [Cybersecurity](index=25&type=section&id=Item%201C.%20Cybersecurity) PetMed Express maintains an enterprise-wide cybersecurity program guided by the NIST CSF, covering governance, policy, prevention, detection, incident response, and recovery - PetMed Express maintains an enterprise-wide cybersecurity program designed to identify, assess, manage, and mitigate information security risks, aligning with NIST CSF (Cyber Security Framework) functions: identify, protect, detect, respond, and recover[153](index=153&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) - Oversight of cybersecurity risk is formally managed by the Audit Committee of the Board of Directors, which receives regular briefings on strategy, threats, incident trends, and remediation activities[156](index=156&type=chunk) - The company deploys a layered defense model, including regular system scans, vulnerability assessments, penetration testing, PCI DSS compliance, endpoint detection and response (EDR) tools, and secure development practices[158](index=158&type=chunk)[162](index=162&type=chunk) - To date, the Company has not identified any cybersecurity incidents that have materially impacted its business, operations, or financial results, despite experiencing routine threats and minor incidents[161](index=161&type=chunk) [Properties](index=27&type=section&id=Item%202%20Properties) PetMed Express owns its principal executive offices and main distribution center in Delray Beach, Florida, and leases two facilities in Lynbrook, New York - The Company owns its principal executive offices and distribution center in Delray Beach, Florida, consisting of approximately 634,000 square feet of land (14.6 acres) and two building complexes totaling about 185,000 square feet[164](index=164&type=chunk) - Approximately **48%** of the Delray Beach Property was leased to two tenants as of March 31, 2025, with a remaining weighted average lease term of **5.2 years**[164](index=164&type=chunk) - In April 2023, the Company assumed leases for two PetCareRx facilities in Lynbrook, New York, totaling approximately **32,000 square feet**, used for shipping, fulfillment, and executive offices, with leases expiring in April 2027[165](index=165&type=chunk) [Legal Proceedings](index=27&type=section&id=Item%203.%20Legal%20Proceedings) PetMed Express is routinely involved in various claims and lawsuits, including two class-action lawsuits alleging misrepresentation of product prices - The Company is involved in routine litigation and administrative complaints, including those related to products, contracts, employment, intellectual property, and consumer protection, which management believes are not likely to have a material adverse effect on financial condition or results of operations[166](index=166&type=chunk) - On April 18, 2024, a class-action lawsuit was filed in Pennsylvania alleging the Company violated consumer protection law by misrepresenting 'reg.' prices for products it never charged, seeking damages or refunds[167](index=167&type=chunk) - On February 14, 2025, another class-action lawsuit was filed in New York, alleging the Company used 'false reference prices' or 'false discounts' to artificially inflate prices, violating New York and California consumer protection laws[168](index=168&type=chunk) - The Company denies liability in both class-action lawsuits and intends to defend the actions, but cannot determine materiality or estimate a range of potential liability at this time[167](index=167&type=chunk)[168](index=168&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to PetMed Express, Inc - Mine Safety Disclosures are not applicable to the Company[169](index=169&type=chunk) PART II [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=29&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) PetMed Express's common stock trades on the NASDAQ Global Select Market, with dividends suspended to reallocate cash towards growth initiatives - The Company's common stock is traded on the NASDAQ Global Select Market under the symbol 'PETS'[171](index=171&type=chunk) - As of September 30, 2025, there were **75 active holders of record** of the Company's common stock[171](index=171&type=chunk) - The Board of Directors suspended the quarterly dividend indefinitely on February 1, 2024, to focus cash flow on growth and other higher return initiatives[173](index=173&type=chunk)[240](index=240&type=chunk) Common Stock Performance (March 31, 2020 - March 31, 2025) | Index | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | :------------------- | :----- | :----- | :----- | :----- | :----- | :----- | | PetMed Express, Inc. | 100.00 | 126.49 | 96.87 | 64.66 | 19.92 | 17.42 | | NASDAQ Composite | 100.00 | 172.04 | 184.68 | 158.72 | 212.72 | 224.97 | | S&P 500 | 100.00 | 153.71 | 175.29 | 158.99 | 203.30 | 215.93 | | Russell 2000 | 100.00 | 192.57 | 179.53 | 156.32 | 184.25 | 175.46 | Securities Authorized for Issuance under Equity Compensation Plans (March 31, 2025) | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Number of securities remaining available for further issuance under equity compensation plans | | :------------------------------------ | :------------------------------------------------------------------------

Core Insights - PetMed Express, Inc. has filed its Annual Report on Form 10-K for the fiscal year ended March 31, 2025, with the SEC, marking a significant step in resuming normal operations and reporting [1][3] Financial Highlights - The company reported net sales of $227.0 million for fiscal 2025, which is below the preliminary estimated range of $231.6 million to $233.6 million, primarily due to the restatement of promotional sales reimbursements from revenues to cost of sales [6] - PetMed Express experienced a net loss of $6.3 million, exceeding the previously announced preliminary estimated range of $4.5 million to $5.0 million, largely due to a $1.2 million non-cash impairment charge for intangible assets [6] - As of March 31, 2025, the company had cash reserves of $54.7 million and no debt [6] Company Overview - Founded in 1996, PetMed Express is a pioneer in the direct-to-consumer pet healthcare sector, operating as a trusted national online pharmacy licensed across all 50 states [4] - The company offers a comprehensive range of pet health solutions, including top-brand and generic pharmaceuticals, compounded medications, and over-the-counter supplements and nutrition [4] - PetMed Express aims to empower pet parents to help their pets live longer, healthier lives through value, convenience, and care [4]

Core Viewpoint - The Law Offices of Frank R. Cruz is investigating PetMed Express, Inc. for potential violations of federal securities laws, indicating concerns over the company's compliance and financial practices [1]. Investigation Details - The investigation is focused on the company's recent disclosure made on June 10, 2025, regarding a delay in operations, which may have implications for investors [1]. - Investors who have incurred losses related to PetMed Express are encouraged to inquire about pursuing claims to recover their losses [1].

Core Viewpoint - PetMed Express has faced a significant decline in share price, approximately 26% since June 16, 2025, due to issues surrounding its financial reporting and internal investigations [1][4]. Financial Reporting Issues - The company announced it would not timely file its annual financial statements for the year ended March 31, 2025, requiring additional time for data compilation and verification [4]. - Subsequent announcements revealed that PetMed overstated net sales by $6.969 million for the year ended March 31, 2024, and by $9.01 million for the prior year [7]. Internal Investigations - An internal investigation was initiated following a whistleblower complaint regarding revenue recognition related to autoship orders, which led to customer complaints [5]. - The Audit Committee chair resigned abruptly on July 28, 2025, amid these investigations [5]. Management Changes - On August 12, 2025, both the CEO and CFO of PetMed resigned effective immediately due to ongoing issues related to the internal investigation [6]. Legal and Regulatory Actions - Hagens Berman, a national shareholders rights firm, has opened an investigation into whether PetMed misled investors regarding its financial results and adherence to accounting principles [2][3]. - The firm is encouraging affected investors to submit their losses and is seeking information from individuals who may assist in the investigation [2][8].

Group 1 - Block & Leviton is investigating PetMed Express, Inc. for potential securities law violations following significant delays in financial reporting and executive resignations [1][2][4] - PetMed Express announced a delay in its 2025 fourth quarter and year-end financial results on June 10, 2025, and further delayed the filing due to an internal investigation into revenue recognition [2] - The company's stock price has fallen by almost 30% after the resignation of its CEO and CFO on August 12, 2025 [2] Group 2 - Investors who have lost money in PetMed Express may be eligible to recover losses and are encouraged to contact Block & Leviton for more information [3][5] - Block & Leviton is recognized as a leading securities class action firm, having recovered billions of dollars for defrauded investors [7] - Whistleblowers with non-public information about PetMed Express may assist in the investigation and could receive rewards of up to 30% of any successful recovery [6]