ALPINE 4 HOLDINGS, INC. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
Also on
The terms of the Series D Preferred Stock include the following:
-Number of shares: The Company designated 1,628,572 shares of Series D Preferred Stock.
-The Stated Value of the Series D Preferred Stock is
-No dividends will accrue on the Series D Preferred Stock. If dividends are
declared on the Company's Class A, Class B, or Class
-Voting Rights
oThe Series D Preferred Stock will vote together with the Class A Common Stock on a one-vote-for-one-Preferred-share basis.
oAs long as any shares of Series D Preferred Stock are outstanding, the Company may not, without the affirmative vote or written consent of the holders of a majority of the then outstanding shares of the Series D Preferred Stock, (a) alter or change the powers, preferences or rights given to the Series D Preferred Stock or alter or amend the Certificate of Designation, (b) amend its Certificate of Incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series D Preferred Stock, or (c) enter into any agreement or arrangement with respect to any of the foregoing.
-Liquidation
oUpon any liquidation, dissolution or winding-up of the Company, whether
voluntary or involuntary (a "Liquidation"), the holders of the Series D
Preferred Stock shall participate on a per share basis with the holders of the
Class A, Class B, and Class
-Conversion: The Series D Preferred Stock shall be convertible automatically into shares of the Company's Class A Common Stock (the "Automatic Conversion") as follows:
oEach share of Series D Preferred Stock will automatically convert into shares of the Company's Class A Common Stock on the earlier to occur of (a) the fifth day after the twenty-four month anniversary of the original issue date or (b) the fifth day after the date on which the Company's Class A Common Stock first trades on a national securities exchange (including but not limited to NASDAQ, NYSE, or NYSE American but excluding OTCQX Market) (such date, the "Automatic Conversion Date").
oThe number of shares of the Company's Class A Common Stock into which the
Series D Preferred Stock shall be converted shall be determined by multiplying
the number of shares of Series D Preferred Stock to be converted by the
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Company's Class A Common Stock on the OTC Markets or other stock exchange or trading medium where such shares are traded as reported by Bloomberg, L.P. using the VWAP function. If for any reason, VWAP cannot be thus determined, "VWAP" shall mean the average closing or last sale prices over the five Trading Days prior to the Automatic Conversion Date of the Company's Class A Common Stock on the OTC Markets or such other exchange or trading medium.
-Restrictions on Resales of Class A Common Stock
oThe sale of shares of the Company's Class A Common Stock issued at the time of conversion by any holder into the market or to any private purchaser shall be limited to not more than twenty-five percent (25%) of all conversion shares received by such holder at the time of the automatic conversion in any given 90-day period.
-Company Redemption Rights
oAt any time on or prior to the Automatic Conversion Date, the Company shall
have the right to redeem all (but not less than all) shares of the Series D
Preferred Stock issued and outstanding at any time after the original issue
date, upon three (3) business days' notice, at a redemption price per share of
Series D Preferred Stock then issued and outstanding (the "Corporation
Redemption Price"), equal to the stated value of
-Registration Rights
oThe shares issued on conversion of the Series D Preferred Stock have piggyback registration rights beginning on that date which his six months after the date on which the Company's Class A Common Stock trades on a national securities exchange, and are subject to standard underwriter holdback limitations.
The foregoing summary of the Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Designation attached as an exhibit hereto.
Item 8.01 Other Information.
On
Background of the Merger
On
Merger Agreement
Pursuant to the Agreement, the Merger of Merger Sub with and into VAYU was structured as a reverse triangular merger and was intended to qualify as a tax-free reorganization. Under the Agreement, VAYU would be the surviving entity (the "Surviving Corporation").
The Board of Directors of the Company and of Merger Sub determined that the Merger would be in the best interests of the Company and Merger Sub and their respective shareholders.
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The Board of Directors of VAYU determined it to be in the best interests of VAYU and its shareholders to enter into the Agreement and recommended the Merger to the VAYU shareholders.
To close the Merger, VAYU was required to seek and receive approval from its
shareholders, and the holders of outstanding promissory notes (the "Convertible
Notes") that were convertible into shares of VAYU common stock (the
"Noteholders") had to agree to accept shares of the Company's Series D Preferred
Stock in lieu of shares of VAYU common stock . Pursuant to the Agreement, one of
the closing conditions was that VAYU was required to receive approval from the
holders of at least 80% of the VAYU Shares, defined in the Agreement as VAYU's
outstanding shares of common stock as well as the shares of VAYU common stock
issuable to the Noteholders on conversion of the Convertible Notes (the "VAYU
Shares"). VAYU obtained the approval of the required holders of the VAYU Shares
on
The Company and Merger Sub are not required to consummate the Merger and close the transaction until all of the closing conditions set forth in the Agreement are satisfied or waived.
Pursuant to the Agreement, the Merger will become effective when all of the
closing conditions set forth in the Agreement have been met or waived by the
applicable party and the Certificate of Merger has been filed with the
-All property, rights, privileges, immunities, powers, franchises, licenses and
authority of VAYU and Merger Sub shall vest in the
-The Certificate of Incorporation of VAYU will be the Certificate of
Incorporation of the
-At the Closing, the officers and directors of VAYU immediately prior to the
Effective Time will resign, and the officers and directors of the Company
immediately prior to the Closing will be appointed as officers and directors of
Additionally, as of the Effective Time, as a result of the Merger, the outstanding securities of VAYU will be converted as follows:
-Shares of VAYU's common stock that are owned by the Company, Merger Sub, or VAYU (as treasury stock or otherwise) will be cancelled and retired automatically and will cease to exist, and no consideration shall be delivered in exchange therefor.
-The VAYU Noteholders with rights of conversion into VAYU Common Stock
("Contingent Common Stock") will receive their portion of the Company's Series D
Convertible Preferred Stock with those rights, preferences and limitations under
the Designation on a dollar-for-dollar basis using the following formula: Amount
of outstanding indebtedness under the respective Notes divided by
Additionally, the Company agreed to enter into an Employment Agreement (the
"Employment Agreement") with
Pursuant to the Agreement, the shares of the Company's Series D Preferred Stock issuable in connection with the Merger and pursuant to the RSU Agreement and the Additional RSU Agreement (collectively, the "Merger Preferred Stock") are subject to the following terms and restrictions:
-As noted above in connection with the description of the Designation for the Series D Preferred Stock, each share of Series D Preferred Stock will automatically convert into shares of the Company's Class A Common Stock on the earlier to occur of (a) the fifth day after the twenty-four month anniversary
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of the original issue date or (b) the fifth day after the date on which the Company's Class A Common Stock first trades on a national securities exchange (including but not limited to NASDAQ, NYSE, or NYSE American but excluding OTCQX Market) (such date, the "Automatic Conversion Date")
-The sale of the shares of the Company's Class A Common Stock issued on the Automatic Conversion Date (the "Conversion Shares") into the market or to any private purchaser shall be limited to not more than twenty-five percent (25%) of all Conversion Shares received by the holder of the Company's Series D Preferred Stock at the time of the automatic conversion in a 90-day period, and this restriction on resale may be evidenced by legend placed on any certificate representing the Conversion Shares.
-No fractional shares of the Company's Class A Common Stock will be issued in connection with the Automatic Conversion, and any fraction of a share that would be issuable will be paid by the Company in cash to the holder of the Series D Preferred Stock.
-At any time prior to the Conversion Date, the Company has the right but not the
obligation to redeem the Company's Series D Preferred Stock by paying to the
holder(s) of the Series D Preferred Stock
The completion and closing of the Merger are subject to the satisfaction or
waiver of customary closing conditions, including, among other things, the
approval of the holders of at least 80% of the VAYU shares, as described above.
The Company currently anticipates that the Merger will be close on or before
The foregoing summary of the Merger Agreement and the transactions contemplated by the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
Employment Agreement
In connection with the Merger Agreement, and the Company, entered into the
Employment Agreement, pursuant to which
RSU Agreement
Additionally, in connection with the Agreement, the Company agreed to grant to
The foregoing summaries of the Employment Agreement and the RSU Agreement and the transactions contemplated by the Employment Agreement and the RSU Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full texts of the Employment Agreement and the RSU Agreement, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.
Item 8.01Other Events
On
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Item 9.01 Financial Statement and Exhibits.
(d)Exhibits. Exhibit Number Description 2.1 Merger Agreement dated December 29 , 2020
3.1 Certificate of Designation
10.1 Employment Agreement dated
10.2 RSU Agreement dated
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