| Item 1.01 | Entry into a Materially Definitive Agreement. |
As previously disclosed, on April 1, 2020, U.S. Well Services, Inc. (the “Company”) entered into a Registration Rights Agreement (as subsequently amended, the “Registration Rights Agreement”), by and among the Company and the holders of Registrable Securities (as defined in the Registration Rights Agreement) of the Company party thereto (the “Holders”).
In connection with the filing of the Certificate of Designations Amendment (defined below), on September 14, 2021 the Company entered into a Second Amendment to the Registration Rights Agreement (the “Registration Rights Amendment”) with the holders of a majority of the outstanding Registrable Securities. The Registration Rights Amendment provides that the Company will file an additional resale registration statement on or before November 30, 2021 in order to register the Additional Conversion Shares (defined below) not covered for resale on the Company’s registration statement on Form S-3, which was declared effective by the Securities Exchange Commission on August 28, 2020.
The foregoing description of the Registration Rights Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Registration Rights Amendment, which is filed herewith as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
On September 14, 2021, the Company filed with the Secretary of State of the State of Delaware an amendment (the “Certificate of Designations Amendment”) to that certain Certificate of Designations (the “Certificate of Designations”) of the Series B Redeemable Convertible Preferred Stock (the “Series B Preferred Stock”), which provides that the Company can, subject to certain conditions, convert all, but not less than all, of the outstanding shares of the Series B Preferred Stock into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). Upon a conversion pursuant to the Certificate of Designations Amendment, each holder of Series B Preferred Stock will receive a number of shares of Class A Common Stock equal to the aggregate amount of Series B Preferred Stock dividends that such holder’s converted shares of Series B Preferred Stock would have accrued if such shares were converted as of April 1, 2022, divided by the conversion price set forth in the Certificate of Designations (the “Additional Conversion Shares”). On September 17, 2021, the Company converted all of the outstanding shares of the Series B Preferred Stock pursuant to the Certificate of Designations Amendment, resulting in the issuance of an aggregate of 89,479,972 shares of Class A Common Stock to the holders of the Series B Preferred Stock.
The foregoing description of the Certificate of Designations Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Designations Amendment, which is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information regarding the Certificate of Designations Amendment set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
2
