CHARAH SOLUTIONS, INC. Item 1.01 Entry into Material Definitive Agreement.
Series B Preferred Stock Purchase Agreement
On
The Series B Preferred Stock ranks senior to the Company's Common Stock, par
value
Each share of Preferred Stock was issued with a Liquidation Preference (as
defined in the Certificate) of
At any time following the three year anniversary of issuance of the Series B Preferred Stock, the Company may give 30 days' notice to the holders of the Series B Preferred Stock that it intends to cause the conversion of the Series B Preferred Stock at the Conversion Rate, provided the closing sale price of the Common Stock equals or exceeds 120% of the Conversion Price for the 20 trading days ending on the date immediately prior to the date of delivery of the Company's notice to convert and subject to certain other requirements. Upon delivery of such notice, each holder of the Series B Preferred Stock proposed to be converted will have the option, at its discretion, to have its Series B Preferred Stock converted at the then-applicable Conversion Rate or redeemed in cash at the then-applicable Redemption Price (as defined below).
At any time following the three-year anniversary of the issuance of the Series B
Preferred Stock, the Company may redeem the Series B Preferred Stock, in whole
or in part, for an amount in cash equal to the greater of (i) the closing sale
price of the Common Stock on the date the Company delivers such notice
multiplied by the number of shares of Common Stock issuable upon conversion of
the outstanding Series B Preferred Stock and (ii)
At any time following the 30-month anniversary of the issuance, the holders of
the Series B Preferred Stock will have the option to require the Company to
redeem any or all of the then-outstanding shares of Series B Preferred Stock for
cash consideration equal to
For so long as any shares of Series B Preferred Stock are outstanding, the holders of Series B Preferred Stock will be entitled to either (i) appoint one director to our board of directors or (ii) one non-voting observer to our board of directors. Any director or board observer appointed by the holders of the Series B Preferred Stock will have representation on each committee of the board of the Company, subject to applicable legal and stock exchange requirements. . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of
The information under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The Series B Preferred Stock was issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), by Section 4(a)(2) thereof for transactions not involving any public offering. The Company's reliance upon Section 4(a)(2) of the Securities Act was based upon the following factors: (a) the issuance of the shares of Series B Preferred Stock was an isolated private transaction by the Company that did not involve a public offering, (b) there was only one recipient and (c) the representations of Investor to support such exemption.
Item 3.03 Material Modification to Rights of Security Holders.
The Series B Preferred Stock is not convertible into the Company's Common Stock until the first business day that is three months after the Issue Date (as defined in the Certificate).
For so long as any shares of Series B Preferred Stock are outstanding, the holders of Series B Preferred Stock will be entitled to either (i) appoint one director to our board of directors or (ii) one non-voting observer to our board of directors. Any director or board observer appointed by the holders of the Series B Preferred Stock will have representation on each committee of the board of the Company, subject to applicable legal and stock exchange requirements.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The Series B Preferred Stock ranks senior to the Company's Common Stock, par
value
Each share of Preferred Stock was issued with a Liquidation Preference (as
defined in the Certificate) of
At any time following the three year anniversary of issuance of the Series B
Preferred Stock, the Company may give 30 days' notice to the holders of the
Series B Preferred Stock that it intends to cause the conversion of the Series B
Preferred Stock at the Conversion Rate, provided the closing sale price of the
Common Stock, par value
4
--------------------------------------------------------------------------------
At any time following the three-year anniversary of the issuance of the Series B
Preferred Stock, the Company may redeem the Series B Preferred Stock, in whole
or in part, for an amount in cash equal to the greater of (i) the closing sale
price of the Common Stock on the date the Company delivers such notice
multiplied by the number of shares of Common Stock issuable upon conversion of
the outstanding Series B Preferred Stock and (ii)
At any time following the 30-month anniversary of the issuance, the holders of
the Series B Preferred Stock will have the option to require the Company to
redeem any or all of the then-outstanding shares of Series B Preferred Stock for
cash consideration equal to
For so long as any shares of Series B Preferred Stock are outstanding, the holders of Series B Preferred Stock will be entitled to either (i) appoint one director to our board of directors or (ii) one non-voting observer to our board of directors. Any director or board observer appointed by the holders of the Series B Preferred Stock will have representation on each committee of the board of the Company, subject to applicable legal and stock exchange requirements.
Until conversion, the holders of the Series B Preferred Stock will vote together with the Company's Common Stock on an as-converted basis and also have rights to vote as a separate class on certain customary matters impacting the Series B Preferred Stock.
The foregoing description of the Certificate is qualified in its entirety by reference to the full text of the Certificate, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and 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, including the attached Exhibit 99.1, is being "furnished" pursuant to General Instruction B.2 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
This Current Report on Form 8-K contains certain "forward-looking statements." All statements, other than statements of historical facts, included in this Current Report on Form 8-K that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future, are forward-looking statements. These statements are based on certain assumptions made by the Company based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause the Company's actual results to differ materially from those implied or expressed by the forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
5
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(a) Exhibits.
Exhibits.
Exhibit Number Description
3.1 Certificate of Designations of Series B Preferred Stock, dated November
14, 2022
4.1 Amendment No. 2 to Registration Rights Agreement dated November 14,
2022 by and between Charah Solutions, Inc. and BCP Energy Services
Fund, LP , BCP Energy Services Fund-A, LP , Charah Holdings LP , and
Charah Preferred Stock Aggregator, LP
10.1** Series B Preferred Stock Purchase Agreement, dated as of November 14,
2022 , by and between Charah Solutions, Inc. and the purchaser named on
Schedule A thereto
10.2 Amendment No. 2 to Credit Agreement, dated November 14, 2022
99.1* Press release dated November 14, 2022
* Furnished herewith.
** Schedules and similar attachments have been omitted pursuant to Regulation
S-K Item 601(a)(5). The Company agrees to furnish a supplemental copy of any
omitted schedule or attachment to the
6
--------------------------------------------------------------------------------
© Edgar Online, source
