| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
As previously disclosed, on October 26, 2022, View, Inc. (the “Company”), a Delaware corporation, completed the sale of $200.0 million in aggregate principal amount of the Company’s 6.00% / 9.00% Convertible Senior PIK Toggle Notes due 2027 (the “Notes”), with the option to sell an additional $40.0 million of Notes, to the Purchasers (as defined in the Investment Agreement, dated as of October 25, 2022, by and among the Company and the other parties thereto (the “Investment Agreement”)).
On December 26, 2022, the Company received notices (the “Notices”) from entities affiliated with RXR and Anson Funds (collectively, the “Exercising Purchasers”) that the Exercising Purchasers had elected to exercise their respective options to purchase an aggregate additional $12,307,000.00 of Notes (the “Additional Notes”).
On December 28, 2022, the Additional Notes were issued pursuant to the Investment Agreement and the Indenture, dated as of October 26, 2022, by and between the Company and Wilmington Trust, National Association, as trustee (the “Closing”), in a private placement pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
The disclosure set forth in Item 8.01 of this Current Report on Form 8-K and Item 1.01 of the Company’s Current Report on Form 8-K filed on October 27, 2022, is incorporated by reference in this Item 2.03 to the extent required.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure set forth in Items 2.03 and 8.01 of this Current Report on Form 8-K and Item 1.01 of the Company’s Current Report on Form 8-K filed on October 27, 2022, is incorporated by reference in this Item 3.02 to the extent required. The Company is selling the Additional Notes in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company is relying on this exemption from registration based in part on representations made by the Purchasers in the Investment Agreement.
On December 28, 2022, in connection with the Closing, the Company entered into letter agreements with (1) Anson Opportunities Master Fund LP, Anson Investments Master Fund LP, Anson East Master Fund LP, Anson North Star Tactical Equity Fund LP, Arch Anson Tactical Real Estate Fund LP and Arch Anson Tactical Real Estate NR Fund LP (collectively, the “Anson Funds”) and (2) RXR FP Investor III LP (collectively, the “Blocker Agreements”). The Blocker Agreements provide, among other things, that the Notes held by the entities affiliated with Anson Funds and RXR (each, a “Blocker Party”), including the Additional Notes, shall not be converted to the extent that such conversion would cause a Blocker Party to beneficially own more than a specified threshold percentage (as may be increased or decreased by the applicable Blocker Party upon 61 days’ written notice) of the Class A common stock, par value $0.0001 per share, of the Company outstanding immediately following such conversion.
The foregoing description of the Blocker Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the Blocker Agreements, copies of which are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
