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): March 17, 2022
GLOBAL CROSSING AIRLINES GROUP INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41262 | 98-1350261 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
4200 NW 36th Street, Building 5A
Miami International Airport
Miami, FL 33166
(Address of Principal Executive Office) (Zip Code)
(786) 751-8503
(Registrant’s telephone number, including area code)
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 |
On March 17, 2022, Global Crossing Airlines Group Inc. (the “Company”) entered into agreements (each a “Subscription Agreement”), pursuant to which the Company has agreed to sell up to US$6.0 million of its securities (the “Financing”).
The securities sold in the Financing will consist of (1) non-convertible debentures (each, a “Debenture”) and (2) one common stock purchase warrant (each, a “Warrant”) for every US$1.24 of principal of the Debentures purchased for gross proceeds of up to US$6,000,000. Each Warrant is exercisable into one share of common stock (each, a “Warrant Share”) at an exercise price of US$1.24 per Warrant Share with an exercise period of 24 months from the date of closing.
The terms of the Debentures include:
| • | a maturity date of 24 months from the date of issuance (the “Maturity Date”) and the principal amount of the Debentures, together with any accrued and unpaid interest, will be payable on the Maturity Date; |
| • | the Debentures bear interest (the “Interest”) at the rate of 15% per annum, which Interest will be payable in cash quarterly in arears; |
| • | the Company has the option to prepay the principal amount of the Debentures on 30 business days’ notice, provided that if repaid in the first year, the Company must provide a payment such that the holders of the Debentures receive at least 10% premium on the principal amount, after deducting any prior Interest payments from such premium; and |
| • | it is intended that repayment by the Company of amounts owing under the Debentures will be secured by a secured lien on the tangible fixed assets of the Company. |
The closing of the Financing is subject to certain customary closing conditions including, among other things, stock exchange approval for the Financing and the receipt of all other necessary consents, approvals and authorizations required by either party.
The foregoing description of the Financing is a summary and is qualified in its entirety by reference to the Subscription Agreement, Warrant and Debenture, copies of which are attached to this Current Report as Exhibits 10.1, 10.2 and 10.3, respectively, which are incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities |
The information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 3.02. The issuances of the Debenture, the Warrant and the Warrant Shares will, when issued, be exempt from registration pursuant to the provisions Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D, as promulgated by the Commission. The Debentures, the Warrants and the Warrant Shares will, when issued, constitute restricted securities that may not be offered or sold absent their registration for resale or the availability of an exemption therefrom.
| Item 7.01 | Regulation FD |
On March 17, 2022, the Company issued a press release announcing the Financing. A copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press releases are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
| Item 9.01 | Exhibits |
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.
| GLOBAL CROSSING AIRLINES GROUP INC. | ||||||
| Date: March 23, 2022 | By: | /s/ Edward J. Wegel | ||||
| Name: Edward J. Wegel | ||||||
| Title: Chief Executive Officer | ||||||