Item 1.01 Entry into a Material Definitive Agreement
On January 14, 2022, Clever Leaves Holdings Inc. (the "Company") entered into an
Equity Distribution Agreement (the "Equity Distribution Agreement") with
Canaccord Genuity LLC, as sales agent (the "Agent" or "Canaccord"). In
accordance with the terms of the Equity Distribution Agreement, the Company may
offer and sell its common shares, without par value (the "Common Shares") having
an aggregate offering price of up to $50,000,000 from time to time through the
Agent. The issuance and sale of Common Shares, if any, by the Company under the
Equity Distribution Agreement will be made pursuant to the Company's
registration statement on Form S-3, once effective, which is being filed with
the Securities and Exchange Commission (the "SEC") on January 14, 2022 (the
"Registration Statement"), and the Company's prospectus supplement relating to
the offering filed therewith that forms part of the Registration Statement.
Subject to terms of the Equity Distribution Agreement, Canaccord is not required
to sell any specific number or dollar amount of Common Shares but will act as
the Company's sales agent, using commercially reasonable efforts to sell on the
Company's behalf all of the Common Shares requested by the Company to be sold,
consistent with Canaccord's normal trading and sales practices, on terms
mutually agreed between Canaccord and the Company. Canaccord will be entitled to
compensation under the terms of the Equity Distribution Agreement at a fixed
commission rate not to exceed 3.0% of the gross proceeds from each issuance and
sale of Common Shares, if any.
The foregoing description of the Equity Distribution Agreement is not complete
and is qualified in its entirety by reference to the full text of the Equity
Distribution Agreement, a copy of which is filed herewith as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
The Registration Statement has been filed with the SEC but is not yet effective.
The Common Shares may not be sold nor may offers to buy be accepted prior to the
time that the Registration Statement becomes effective. This Current Report on
Form 8-K shall not constitute an offer to sell or the solicitation of an offer
to buy the Common Shares nor shall there be any sale of the Common Shares in any
state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state or other jurisdiction.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On and effective as of January 14, 2022, Etienne Deffarges voluntarily resigned
from the board of directors (the "Board") of Clever Leaves Holdings Inc. (the
"Company"). Mr. Deffarges' resignation was not the result of any disagreement
with the Board or the Company's operations, policies, or practices.
Mr. Deffarges was the chair of the compensation committee and member of both the
audit committee and nominating and corporate governance committee at the time of
his resignation. In order to remain in compliance with the audit committee and
board independence requirements of the Nasdaq continued listing standards, the
Company, the Board and the nominating and corporate governance committee of the
Board are currently evaluating alternatives with respect to appointing a new
independent director to fill the vacancy created by Mr. Deffarges' resignation.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Equity Distribution Agreement, dated January 14, 2022, by and between
Clever Leaves Holdings Inc. and Canaccord Genuity LLC.
104 Cover Page Interactive Data File (Formatted as Inline XBRL and included
as Exhibit 101)
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CLEVER LEAVES HOLDINGS INC. 
