UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 3, 2022
GREENIDGE GENERATION HOLDINGS INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-40808 | 86-1746728 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
135 Rennell Drive, 3rd Floor Fairfield, CT | 06890 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (203) 718-5960
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:
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol | Name of each exchange on which registered | ||
Class A Common Stock, par value $0.0001 per share | GREE | Nasdaq Global Select Market | ||
8.50% Senior Notes due 2026 | GREEL | Nasdaq Global Select Market |
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 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed, on September 19, 2022, Greenidge Generation Holdings Inc. (the “Company”) entered into an at market issuance sales agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley”) and Northland Securities, Inc. (“Northland”). On October 3, 2022, the Company entered into Amendment No. 1 to the Sales Agreement (the “Amendment”) with B. Riley. The Amendment modifies the compensation payable to B. Riley for sales of the Company’s class A common stock. Pursuant to the Amendment, the Company shall pay to B. Riley in cash, upon each sale of the Company’s class A common stock sold pursuant to the Sales Agreement (“Placement Shares”), an amount equal to up to 5.0% of the gross proceeds from each sale of Placement Shares.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1, which is incorporated by reference herein, and the Sales Agreement, which was attached as Exhibit 1.1 to the Company’s Registration Statement on Form S-3 filed on September 19, 2022.
Item 9.01 | Financial Statements and Exhibits. |
* | Previously filed. |
SIGNATURE
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.
GREENIDGE GENERATION HOLDINGS INC. | ||||||
Dated: October 3, 2022 | By: | /s/ Robert Loughran | ||||
Robert Loughran | ||||||
Chief Financial Officer |