Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On
The aggregate purchase price consists of (i) £4.5 million pounds sterling in
cash, (ii) £9.5 million pounds sterling in shares of the Company's Class A
Common Stock, par value
Additionally, the Sellers are eligible to receive an additional payment from the
Company of up to £3.5 million pounds sterling (the "Earnout") based on the
achievement by Dragonfly of
The Purchase Agreement contains customary warranties and covenants of the Company, on one hand, and the Sellers, on the other hand, including, among others, restrictive covenants applicable to selected Sellers involved in Dragonfly's business. The Sellers' liability to the Company for breaches of their warranties and covenants in the Purchase Agreement are subject to certain specified limitations, including, among other things, limitations on the period during which the Company may make claims against the Sellers and limitations on the amounts for which the Sellers may be liable.
The warranties and covenants set forth in the Purchase Agreement were made solely between the parties to the Purchase Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement. Moreover, the warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors or securityholders, or may have been used for the purpose of allocating risk between the parties to the Purchase Agreement rather than establishing matters as facts. Information concerning the subject matter of the warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. -------------------------------------------------------------------------------- For the foregoing reasons, no person should rely on the warranties as statements of factual information at the time they were made or otherwise.
Subordinated Convertible Promissory Notes
On the Closing Date, the Company issued approximately £9.0 million pounds in
aggregate principal amount of Convertible Notes to Eligible Sellers in the
Transaction. On the Closing Date, the Company also entered into a Subordination
Agreement (the "Subordination Agreement") with Runway Growth Finance Corp.,
certain of the Company's subsidiaries (the "Borrowers") and the representative
of the Eligible Sellers. Pursuant to the Subordination Agreement, the
Convertible Notes will be subordinated to the Company's and the Borrowers'
respective obligations under that certain Second Amended and Restated Credit and
Guaranty Agreement dated as of
The Convertible Notes bear interest at a rate of 8.0% per annum payable in kind in arrears. During the term of each Convertible Note, the principal amount thereof and accrued interest thereon will be convertible into Common Stock in the following scenarios:
•
beginning on the 18-month anniversary of the date of issuance (the "Issuance Date"), a holder may convert, at its option, at the initial conversion price of$10.00 per share of Common Stock (the "Conversion Price"); • beginning on the 18-month anniversary of the Issuance Date, the holders of at least a majority of the aggregate outstanding principal amount of the Convertible Notes may elect to convert the aggregate principal amount of all Convertible Notes, and accrued interest thereon, into Common Stock at the Conversion Price; • . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
(a) The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall any of it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished with this report:
99.1 Press release datedJanuary 27, 2023 , concerning the acquisition ofDragonfly Eye Limited 104 Cover Page Interactive Data File (formatted as Inline XBRL).
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