Registration Rights. The Investor Agreement provides certain registration rights to the holders of Ordinary Shares issuable upon the conversion of the CPS, including the filing, within nine months of the Closing Date, by the Company of a registration statement covering the resale on a continuous basis of such Ordinary Shares from to time.
Information and Other Agreements. The Investor Agreement provides the SK Investor with certain information rights and certain consent rights on the Company’s ability to incur indebtedness.
The foregoing descriptions of the Purchase Agreement and the Investor Agreement do not purport to be complete and are subject to, and are qualified in their entirety by reference to the full text of the Purchase Agreement (including the form of Investor Agreement attached as an exhibit thereto), which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
The Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company and its subsidiaries and affiliates. The representations and warranties contained in the Purchase Agreement were made only for purposes of the Purchase Agreement (together with the exhibits thereto) and as of specific dates, are solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. No one, including investors in the Company, is a third-party beneficiary to the representations and warranties contained in the Purchase Agreement and no one should rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 of this Form 8-K regarding the Purchase Agreement and the Investment is incorporated herein by reference. The Company will offer and sell the CPS in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Any Ordinary Shares issuable upon conversion of the CPS will be issued in reliance upon the exemption from registration in Section 3(a)(9) of the Securities Act. The Company will rely on these exemptions from registration based in part on representations made by SK in the Purchase Agreement.
| Item 7.01 | Regulation FD Disclosure. |
On July 15, 2024, the Company issued a press release regarding the Investment described in Item 1.01 of this Form 8-K. The text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Form 8-K, including the information contained in Exhibit 99.1 of this Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the Investment and other transactions contemplated by the Purchase Agreement, including the payment of dividends and the conversion of the CPS, and the Investor Agreement.
These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “goal,” “believe,” “could,” and other words of similar meaning. Forward-looking statements provide the Company’s current expectations or forecasts of future events, circumstances, results or aspirations and are subject to a number of significant risks, uncertainties and other factors, many of which are outside of the Company’s control, including but not limited to, the risks related to the failure to realize opportunities relating to the Company’s growth and stakeholder value, the satisfaction of closing conditions related to the Investment and certain required regulatory approvals, including CFIUS, and the failure to realize the anticipated benefits of the Investment, and other risks and uncertainties detailed in the Company’s Securities and Exchange Commission (the “SEC”) filings from time to time.
