SEC Form SC TO-T filed by Destination XL Group Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Destination XL Group, Inc.
(Name of Subject Company)
Zodiac Partners II, LLC
(Name of Filing Person (Offeror))
Camac Fund, LP
(Name of Filing Person (Parent of Offeror))
Common Stock, par value $0.01 per share
(Title of Class of Securities)
25065K104
(CUSIP Number of Class of Securities)
Craig Rosmarin
Chief Financial Officer
1601-1 N Main St #3159, SMB#92283, Jacksonville, FL 32206
(917) 692-1844
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on
Behalf of Filing Persons)
Copies to:
Donald R. Reynolds
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, NC 27607
(919) 781-4000
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | third-party tender offer subject to Rule 14d-1. | |
| ☐ | issuer tender offer subject to Rule 13e-4. | |
| ☐ | going-private transaction subject to Rule 13e-3. | |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by Camac Fund, LP, a Delaware limited partnership (“Camac Fund”), and Zodiac Partners II, LLC, a Delaware limited liability company (the “Purchaser”, “Zodiac Partners II, LLC”) and an acquisition entity of Camac Fund. This Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Destination XL Group, Inc., a Delaware corporation (“DXL”), at $0.82 per Share, to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 12, 2026 (the “Offer to Purchase”), and in the accompanying Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively, which, together with any amendments or supplements thereto, collectively constitute the “Offer”.
Item 1. Summary Term Sheet.
The information set forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated herein by reference.
Item 2. Subject Company Information.
| (a) | The name, address, and telephone number of the subject company’s principal executive offices are as follows: |
Destination XL Group, Inc.
555 Turnpike Street
Canton, MA 02021
| (b) | This Schedule TO relates to the Offer by the Purchaser to purchase all of the issued and outstanding Shares. According to DXL’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 19, 2026 (the “DXL FY2025 Form 10-K”), as of March 9, 2026 there were 54,810,511 Shares issued and outstanding, and based on the Purchaser’s review of the DXL FY2025 Form 10-K, we believe as of January 31, 2026, there were approximately 44,000 stock options to purchase Shares, and 1,259,000 restricted stock units outstanding. |
| (c) | The information set forth under the caption THE OFFER - Section 6 (“Price Range of Shares; Dividends”) and Section 11 (“Background of the Offer”) of the Offer to Purchase is incorporated herein by reference. |
Item 3. Identity and Background of Filing Person.
| (a)-(c) | The filing companies of this Schedule TO are (i) Camac Fund LP, and (ii) the Purchaser, Zodiac Partners II, LLC. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
SUMMARY TERM SHEET
THE OFFER - Section 9 (“Certain Information Concerning the Purchaser, Zodiac Partners II, LLC, and Camac Fund, LP”) and Schedule I attached thereto.
Item 4. Terms of the Transaction.
| (a)(1)(i)-(viii), (x), (xii), (a)(2) | The information set forth in the Offer to Purchase is incorporated herein by reference. |
Subsections (a)(1)(ix) and (xi) are not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
| (a), (b) | The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
SUMMARY TERM SHEET
INTRODUCTION
THE OFFER - Section 9 (“Certain Information Concerning the Purchaser, Zodiac Partners II, LLC, and Camac Fund, LP”) and Schedule I attached thereto
THE OFFER - Section 10 (“Source and Amount of Funds”) and Schedule I attached thereto
THE OFFER - Section 11 (“Background of the Offer”)
THE OFFER - Section 12 (“Purpose of the Offer and the Proposed Merger; Plans for DXL; Statutory Requirements; Approval of the Proposed Merger”)
Item 6. Purposes of the Transaction and Plans or Proposals.
| (a) | The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
SUMMARY TERM SHEET
INTRODUCTION
THE OFFER - Section 12 (“Purpose of the Offer and the Proposed Merger; Plans for DXL; Statutory Requirements; Approval of the Proposed Merger”)
| (c) (1)-(7) | The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
SUMMARY TERM SHEET
INTRODUCTION
THE OFFER - Section 7 (“Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations”)
THE OFFER - Section 11 (“Background of the Offer”)
THE OFFER - Section 13 (“Dividends and Distributions”)
Item 7. Source and Amount of Funds or Other Consideration.
| (a), (b), (d) | The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
SUMMARY TERM SHEET
THE OFFER - Section 10 (“Source and Amount of Funds”)
THE OFFER - Section 17 (“Fees and Expenses”)
Item 8. Interest in Securities of the Subject Company.
| (a), (b) | The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
THE OFFER - Section 9 (“Certain Information Concerning the Purchaser, Zodiac Partners II, LLC, and Camac Fund, LP”) and Schedule I attached thereto
THE OFFER - Section 11 (“Background of the Offer”)
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
| (a) | The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
SUMMARY TERM SHEET
THE OFFER - Section 2 (“Acceptance for Payment and Payment for Shares”)
THE OFFER - Section 3 (“Procedure for Tendering Shares”)
THE OFFER - Section 11 (“Background of the Offer”)
THE OFFER - Section 17 (“Fees and Expenses”)
Item 10. Financial Statements.
| (a) | Not applicable. |
| (b) | Not applicable. |
Item 11. Additional Information.
| (a) | The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: |
SUMMARY TERM SHEET
THE OFFER - Section 7 (“Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing; Registration Under the Exchange Act; Margin Regulations”)
THE OFFER - Section 11 (“Background of the Offer”)
THE OFFER - Section 12 (“Purpose of the Offer and the Proposed Merger; Plans for DXL; Statutory Requirements; Approval of the Proposed Merger”)
THE OFFER - Section 14 (“Conditions of the Offer”)
THE OFFER - Section 15 (“Certain Legal Matters; Regulatory Approvals; Appraisal Rights”)
| (c) | The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference. |
Item 12. Exhibits.
| * | Filed herewith. |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURE
After due 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.
| Dated: May 12, 2026 | ||
| Zodiac Partners II, LLC | ||
| By: | /s/ Ziggy Gokea | |
| Name: | Ziggy Gokea | |
| Title: | Managing Member | |
| Camac Fund, LP | ||
| By: | /s/ Eric Shahinian | |
| Name: | Eric Shahinian | |
| Title: | Manager of GP | |