UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 4, 2023
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Toast, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of Incorporation) | 001-40819 (Commission File Number) | 45-4168768 (I.R.S. Employer Identification No.) |
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401 Park Drive, Suite 801 Boston, Massachusetts | | 02215 |
| (Address of principal executive offices) | | (Zip code) |
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| (617) 297-1005 |
| (Registrant's telephone number, including area code) |
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| N/A | |
| (Former name or former address, if changed since last report) |
___________________________________Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Class A common stock, par value $0.000001 per share | TOST | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.02 - Termination of a Material Definitive Agreement
On May 4, 2023 (the “Effective Date”), Toast, Inc. (the “Company”) entered into an Agreement for Termination of Lease and Voluntary Surrender of Premises with ARE-MA Region No. 88 Tenant, LLC (the “Landlord”) for certain premises (the “Premises”), located at 401 Park Drive, Boston, Massachusetts 02215 (the “Lease Termination Agreement”). The Lease Termination Agreement provides that the Lease Agreement, dated as of June 12, 2015, by and between the Company and Landlord (as amended, the “Lease”), with respect to the Company’s approximately 111,294 square feet of space on the eighth floor of the Premises, will terminate on June 30, 2023, and with respect to the Company’s approximately 22,495 square feet space on the fifth floor of the Premises, will terminate on December 31, 2024.
As consideration for the Landlord’s agreement to enter into the Lease Termination Agreement and accelerate the expiration dates of the terms of the Lease, the Company has agreed to pay to Landlord an aggregate early termination fee of approximately $16 million, subject to certain reimbursement provisions.
The foregoing description of the Lease Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lease Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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| † | | Portions of this exhibit (indicated by asterisks) have been omitted in accordance with the rules of the Securities and Exchange Commission. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: May 8, 2023 | | TOAST, INC. |
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| | By: | /s/ Brian R. Elworthy |
| | Name: | Brian R. Elworthy |
| | Title: | General Counsel and Corporate Secretary |
