Item 1.02 Termination of Material Definitive Agreement.
Khosla Ventures Acquisition Co. ("KVSA") is a blank check company incorporated
as a Delaware corporation and formed for the purpose of effecting a merger,
stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. As previously disclosed, on
June 9, 2021, KVSA entered into an Agreement and Plan of Merger (as amended, the
"Merger Agreement") with Valo Health, Inc., a Delaware corporation ("Valo"),
Valo Health, LLC, a Delaware limited liability company ("Valo Holdco" and,
together with Valo, the "Valo Parties") and Killington Merger Sub Inc., a
Delaware corporation and a direct wholly owned subsidiary of KVSA ("Merger
Sub"). Capitalized terms not defined herein have the meanings assigned to them
in the Merger Agreement.
On November 15, 2021, KVSA and the Valo Parties mutually agreed to terminate the
Merger Agreement, effective immediately, pursuant to Section 10.1(a) thereof.
Except as otherwise set forth in the Merger Agreement, none of KVSA, the Valo
Parties or Merger Sub shall have any further liability thereunder.
Upon the termination of the Merger Agreement, the Subscription Agreements, that
certain Sponsor Vesting Agreement, dated June 9, 2021 between Khosla Ventures
SPAC Sponsor, LLC, KVSA and the Valo Parties (the "Sponsor Vesting Agreement"),
the Sponsor Support Agreement and the Member Support Agreement terminated
pursuant to their terms.
The foregoing description of the Merger Agreement, the Subscription Agreements,
the Sponsor Vesting Agreement, the Sponsor Support Agreement and the Member
Support Agreement is qualified in its entirety by reference to the full text of
the Merger Agreement, the form of Subscription Agreement, the Sponsor Vesting
Agreement, the Sponsor Support Agreement and the Member Support Agreement,
copies of which were filed as Exhibit 2.1, Exhibit 10.1, Exhibit 10.2, Exhibit
10.3 and Exhibit 10.4, respectively, to the Current Report on Form 8-K filed by
KVSA on June 9, 2021, which are incorporated herein by reference.
Item 8.01 Other Events.
In connection with the termination of the Merger Agreement, KVSA has cancelled
the previously announced special meeting of its stockholders on November 16,
2021 to vote on the approval and adoption of the Merger Agreement.
On November 15, KVSA and Valo Holdco issued a joint press release announcing the
termination of the Merger Agreement. The full text of the press release issued
in connection with the announcement is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated November 15, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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