| Item 3.02 | Unregistered Sales of Equity Securities. |
On October 21, 2021, Olo Inc., a Delaware corporation (the “Company”), Sparty Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub I”), Sparty Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Wisely Inc., a Delaware corporation (“Wisely”) and Fortis Advisors LLC, solely in its capacity as the representative of Wisely’s securityholders, entered into an Agreement and Plan of Reorganization (the “Merger Agreement”).
Subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub I will be merged with and into Wisely, with Wisely as the surviving corporation (the “Surviving Corporation”) (the “First Merger”). Promptly following the First Merger, and as part of the same overall transaction, the Surviving Corporation will merge with and into Merger Sub II, with Merger Sub II as the surviving entity and a wholly owned subsidiary of the Company (the “Second Merger”, and together with the First Merger, the “Wisely Merger”). The Wisely Merger is expected to close in the fourth quarter of 2021.
The Merger Agreement provides that upon the consummation of the Wisely Merger, the Company will pay to Wisely securityholders approximately $187 million, comprised of $77 million in cash and $110 million in Class A Common Stock, $0.001 par value per share, of the Company (the “Class A Common Stock”), based on a price per share of $29.85 (the “Reference Price”). For purposes of the Merger Agreement, the “Reference Price” is equal to the volume-weighted average sales price per share of the Class A Common Stock for each of the twenty (20) consecutive trading days ending on and including the third (3rd) trading day immediately preceding the date of the Merger Agreement. Such shares of Class A Common Stock will be issued in a private placement pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act.
| Item 7.01 | Regulation FD Disclosure. |
On October 21, 2021, the Company and Wisely issued a joint press release announcing the Company’s and Wisely’s entry into the Merger Agreement described in Item 3.02.
The Company plans to hold a conference call today, October 21, 2021 at 5:00 p.m. Eastern Time, to discuss the details of the Wisely Merger and will refer to an investor presentation, which is being furnished herewith. A live webcast of this conference call will be available on the “Investor Relations” page of the Company’s website (www.olo.com), and a replay will be available on the website as well. The investor presentation will be posted on the Company’s website and will be available to download prior to the scheduled conference time.
The press release is furnished herewith as Exhibit 99.1, and the investor presentation is furnished herewith as Exhibit 99.2.
