THE GREENROSE HOLDING COMPANY INC. Item 9.01 Financial Statements and Exhibits.
Item 1.01. Entry into a Material Definitive Agreement.
Theraplant Agreements Joinder Agreements
On
3
Theraplant Registration Rights Agreement
The description of the Registration Rights Agreement set forth under the caption "Explanatory Note - Theraplant Registration Rights" above is incorporated herein by reference.
This summary description of the material terms of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is attached as Exhibit 4.1 to this Current Report and incorporated herein by reference.
Escrow Agreement
Simultaneously with the Closing, the Company entered into an escrow agreement
(the "Escrow Agreement") with Theraplant Seller Representative, solely, in its
capacity as the representative of the selling securityholders of Theraplant, and
This summary description of the material terms of the Escrow Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Escrow Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report and incorporated herein by reference.
Senior Secured Credit Agreement
As previously noted under the caption "Introductory Note" above, on the Closing
Date the Company, TPT Merger Sub and Theraplant (the "Loan Parties") entered
into a senior secured credit agreement (the "Credit Agreement") with
The proceeds of the Initial Term Loans made on the Closing Date are intended to be applied to fund the Business Combination and to fund related transaction costs. The proceeds of the Delayed Draw Term Loans are expected to be applied by the Company to fund the True Harvest Business Combination and to fund related transaction costs.
4
The Credit Agreement provides for the Company's optional prepayment of outstanding loans, subject to certain terms and procedures set forth in the Credit Agreement.
Under certain circumstances, if any
Pursuant to the Credit Agreement, commencing
The Credit Agreement contains other provisions customary for this type of transaction, including, without limitation, representations and warranties, indemnities, covenants, events of defaults, and confidentiality undertaking.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached as Exhibit 10.3 to this Current Report and is incorporated herein by reference.
Lender Warrant
Pursuant to the Credit Agreement, the Company has issued a common stock purchase
warrant (the "Lender Warrant") to the Agent which will entitle the Agent to
acquire two million unregistered shares of non-voting common stock of the
Company at an exercise price of
The foregoing description of the Lender Warrant is not complete and is qualified in its entirety by reference to the complete text of the Lender Warrant, a copy of which is attached hereto as Exhibit 4.2 and is incorporated herein by reference.
Lender Registration Rights
The Company and the Lenders have agreed to enter into a registration rights agreement with respect to the shares of Common Stock issuable upon the Lenders' exercise of the Lender Warrant. The Company will file such Lender registration rights agreement with the Commission pursuant to the rules and regulations of the Commission when finalized and executed.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Explanatory Note" above and under Item 1.01 is incorporated herein by reference.
As previously reported, at the Special Meeting,
5
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the Registrant was a shell company, as
Cautionary Note Regarding Forward-Looking Statements
Certain statements made in this Current Report are "forward looking statements"
within the meaning of the "safe harbor" provisions of the United States Private
Securities Litigation Reform Act of 1995, including, without limitation, in the
sections captioned "Description of the Business," "Risk Factors," "Management's
Discussion and Analysis of Financial Condition and Results of Operations of
A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this Current Report appears in the section captioned "Risk Factors" and elsewhere in this Current Report.
Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Current Report to reflect any new information or future events or circumstances or otherwise.
Readers should read this Current Report in conjunction with the discussion under the caption "Risk Factors," our financial statements and the related notes thereto in this Current Report, and other documents which we may file from time to time with the Commission. The risks associated with the Company's business are contained in the Proxy in the section under the caption "Risk Factors" beginning on page 35 of the Proxy, which is incorporated herein by reference
Description of Business
The business of Theraplant prior to the Theraplant Merger is described in the Proxy in the sections entitled "Description of the Businesses -Theraplant" beginning on page 218 of the Proxy, which is incorporated herein by reference.
6
Financial Information
Greenrose Reference is made to the disclosure contained in the Quarterly Report on Form
10-Q, filed with the Commission on
Theraplant
The financial information of Theraplant is set forth in Exhibit 99.3, "Theraplant Management's Discussion and Analysis of Financial Condition and Results of Operations" and is incorporated herein by reference.
Description of PropertiesGreenrose
Theraplant
Theraplant owns an approximately 98,000 square foot production facility in
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information known to
? each person known to the Company to be the beneficial owner of more than 5% of
outstanding
? each of the Company's executive officers and directors; and
? all executive officers and directors of the Company as a group.
Beneficial ownership is determined according to the rules of the Commission, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. The Company's Shares of Common Stock issuable upon exercise of options and warrants currently exercisable within 60 days are deemed outstanding solely for purposes of calculating the percentage of total ownership and total voting power of the beneficial owner thereof.
7
The beneficial ownership of the shares of Common Stock of the Company is based on approximately 11,630,812 shares of Common Stock issued and outstanding as of the Closing Date.
Unless otherwise indicated, the Company believes that each person named in the
table below has sole voting and investment power with respect to all shares of
the Company's Shares of Common Stock beneficially owned by them. Unless
otherwise indicated, the business address of each of the following entities or
individuals is c/o
Amount and Approximate
Nature of Percentage of
Beneficial Outstanding
Name and Address of Beneficial Owner(1) Ownership Shares
William F. Harley III 0 (2) 0
Daniel Harley 0 (2) 0
Brendan Sheehan 0 (2) 0
Paul Otto Wimer 0 (3) 0
Jeffrey Stegner 0 (3) 0
Steven Cummings 0 (3) 0
Thomas Megale 0 0
John Falcon 0 (3) 0
John Torrance III 0 (3) 0
Greenrose Associates LLC 4,532,500 (4) 38.97 %
All Greenrose directors and executive officers as a group
(nine individuals) 4,532,500 38.97 %
Ethan Ruby 1,562,287 (5) 13.43 %
Daniel Emmans 829,654 (5) 7.13 %
DeMatteo Industries LLC 794,395 (5) 6.83 %
(1) Unless otherwise indicated, the business address of each of the individuals
is
(2) Does not include any securities held by
each person is a manager and member. Under the so-called "rule of three", if
voting and dispositive decisions regarding an entity's securities are made by
three or more individuals, and a voting or dispositive decision requires the
approval of a majority of those individuals, then none of the individuals is
deemed a beneficial owner of the entity's securities. Based on the foregoing,
no individual of the committee exercises voting or dipositive control over
any of the securities held by such entity, even those in which he directly
owns a pecuniary interest. Accordingly, none of them will be deemed to have
or share beneficial ownership of such shares. Each such person disclaims
beneficial ownership of the reported shares other than to the extent of his
ultimate pecuniary interest therein.
(3) Does not include any securities held by
each person is directly or indirectly a member. Each such person disclaims
beneficial ownership of the reported shares other than to the extent of his
ultimate pecuniary interest therein.
(4) Based on a 13-G filed with the Commission on
reflects 4,312,500 shares of common stock owned by the Reporting Person and
220,000 shares of common stock underlying units of the Issuer purchased by
the Reporting Person in private placements conducted in connection with the
Issuer's initial public offering. This amount does not include 220,000 shares
of common stock issuable upon the exercise of warrants underlying units of
the Issuer held by the Reporting Person, or 1,100,000 shares of common stock
issuable upon the exercise of warrants held by the Reporting Person, none of
which are exercisable and will not be exercisable within 60 days of this
filing. See the description under "Private Placements" in the Issuer's
registration statement on Form S-1 (File No. 333-235724) (the "Registration
Statement"). This amount does not include securities issuable upon conversion
of $2,000,000 in convertible notes (the "Notes") issued by the Issuer to the
Reporting Person, evidencing loans in the same aggregate amount. The Notes
allow the Reporting Person, at its sole option, to convert any of the
principal amount due under the Notes into units at a price of $10.00 per unit
("Working Capital Units") and/or warrants at a price of $1.00 per warrant
("Working Capital Warrants"). The Working Capital Units and/or Working
Capital Warrants, if any, would be identical to the Private Units and/or
Private Warrants, as described in the Registration Statement. As of the date
of this filing, the Reporting Person has not determined whether it will
convert the Notes into Working Capital Units and/or Working Capital Warrants,
or have the Notes repaid without interest, at the time the Issuer completes
its initial business combination.
(5) Subject to confirmation upon review of final letters of transmittal.
8
All of the Founder's Shares outstanding prior to the IPO have been placed in
escrow with
During the escrow period, the holders of these shares will not be able to sell or transfer their securities except for transfers, assignments or sales (i) among our initial stockholders or to our initial stockholders' members, officers, directors, consultants or their affiliates, (ii) to a holder's stockholders or members upon its liquidation, (iii) by bona fide gift to a member of the holder's immediate family or to a trust, the beneficiary of which is the holder or a member of the holder's immediate family, for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to us for no value for cancellation in connection with the consummation of our initial business combination, or (vii) in connection with the consummation of a business combination at prices no greater than the price at which the shares were originally purchased, in each case (except for clause (vi) or with our prior consent) where the transferee agrees to the terms of the escrow agreement and to be bound by these transfer restrictions, but will retain all other rights as our stockholders, including, without limitation, the right to vote their shares of common stock and the right to receive cash dividends, if declared. If dividends are declared and payable in shares of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate, there will be no liquidation distribution with respect to the Founder's Shares.
The Company's executive officers and Sponsor are "promoters," as that term is defined under federal securities laws.
Directors and Executive Officers
Information with respect to the Company's directors and executive officers after the Business Combination is set forth in the Proxy in the section entitled "Management After the Business Combination" beginning on page 206 of the Proxy, which is incorporated herein by reference.
Family Relationships
William F. Harley III, Chief Executive Officer and Director of the Company, and
9
Involvement in Certain Legal Proceedings
Since 2011,
Except as set forth above, none of our Directors or executive officers has been involved in any of the following events during the past ten years:
? any bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time;
? any conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offences); or
? being subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his or her
involvement in any type of business, securities or banking activities; or being
found by a court of competent jurisdiction (in a civil action), the Commission
or the
securities or commodities law, and the judgment has not been reversed,
suspended, or vacated. Board Committees
Information with respect to the Company's Board Committees after the Business Combination is set forth in the Proxy in the sections under the captions, "Audit Committee," "Nominating Committee" and "Compensation Committee" beginning on page 208 of the Proxy, which are incorporated herein by reference.
Audit Committee Financial Expert
The audit committee will at all times be composed exclusively of "independent
directors" who are "financially literate" as defined under Nasdaq's listing
standards. The Audit Committee has, and will continue to have, at least one
member who has past employment experience in finance or accounting, requisite
professional certification in accounting, or other comparable experience or
background that results in the individual's financial sophistication. The Board
has determined that
Code of Ethics
Effective as of
This summary description of the material terms of the code of ethics does not purport to be complete and is qualified in its entirety by reference to the full text of the code of ethics, a copy of which is attached as Exhibit 14.1 to this Current Report and incorporated herein by reference.
Executive Compensation Compensation
Information with respect to the Company's directors and executive officers after the Business Combination is set forth in the Proxy in the section entitled "Executive Compensation" beginning on page 205 of the Proxy, which is incorporated herein by reference.
2021 Incentive Plan
At the Special Meeting, the
10
The Company has no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers listed above.
Employment Agreements
The Company currently has no employment agreements in effect. The Board may decide to do something in the foreseeable future.
Director Compensation
The Company currently does not pay any cash compensation to members of its board of directors for their services as directors of the Company. However, the Company reimburses its directors for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the board of directors. The Company may determine to grant to certain directors, from time to time, including at the time of such director's appointment, cash, stock, an option to purchase its shares of Common Stock or any combination of the foregoing.
Certain Relationships and Related Transactions, and Director Independence
Certain relationships and related person transactions of the Company are described in the Proxy in the section entitled "Certain Relationships and Related Person Transactions, and Director Independence" beginning on page 228 of the Proxy, which is incorporated herein by reference. The disclosure regarding . . .
© Edgar Online, source
