Private Placement
Concurrently with the execution and delivery of the Purchase Agreement, certain parties (the “PIPE Investors��) have entered into subscription agreements (the “Subscription Agreements”) with the Company, pursuant to which they have agreed, subject to the terms and conditions of the Subscription Agreements, to purchase immediately prior to, but subject to, the consummation of the Asset Purchase, shares of the Company’s common stock, par value $0.0001 per share (the “PIPE Shares”) for an aggregate purchase price of approximately $210,000,000 at a price per share equal to $26.25, the closing price of the Company’s common stock on July 14, 2023 (the “Private Placement”).
The Subscription Agreements contain customary representations and warranties of the Company, on the one hand, and the PIPE Investors, on the other hand, and customary conditions to closing, including the consummation of the Asset Purchase. The PIPE Shares to be issued and sold to the PIPE Investors pursuant to the Subscription Agreements will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The PIPE Investors will be entitled to the registration rights set forth in the form Registration Rights Agreement attached to the Subscription Agreements as Exhibit A thereto.
The foregoing descriptions of the form of Subscription Agreement and the form of Registration Rights Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the form of Subscription Agreement and the form of Registration Rights Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Form 8-K and are incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
To the extent required by Form 8-K, the disclosures in “Private Placement” in Item 1.01 above are incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On July 17, 2023, the Company issued a press release announcing its entry into the Purchase Agreement, a copy of which is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. In connection with the Private Placement, the Company presented a presentation to the PIPE Investors and other potential investors, a copy of which is furnished as Exhibit 99.2 to this Form 8-K and incorporated herein by reference.
As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such information or Exhibits 99.1 and 99.2 be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be 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 of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Generally, the words “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “contemplate,” “predict,” “forecast,” “likely,” “believe,” “target,” “will,” “could,” “would,” “should,” “potential,” “may” and similar expressions or their negative, may, but are not necessary to, identify forward-looking statements. Such forward-looking statements, including those regarding the timing, and consummation and anticipated benefits of, the transactions described herein involve risks and uncertainties. The Company’s experience and results may differ materially from the experience and results anticipated in such statements. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions including, but are not limited to, the following factors: litigation relating to the transactions discussed in this Form 8-K; risks that the Asset Purchase disrupts the current plans or operations of the Company; the ability of the Company to retain and hire key personnel; competitive responses to the Asset Purchase; unexpected costs, charges or expenses resulting from the Asset Purchase; potential adverse reactions or changes to relationships with customers, suppliers, distributors and other business partners resulting from the announcement or completion of the Asset Purchase; the Company’s ability to achieve the synergies expected from the Asset Purchase, as well as delays, challenges and expenses associated with integrating the Specified Business; the impact of overall industry and general economic conditions, including
