Item 1.01 Entry into a Material Definitive Agreement.
Kingfish Holding Corporation, a Delaware corporation (the "Company"), and Renovo
Resource Solutions, Inc., a Florida corporation ("Renovo"), have entered into an
amendment (the "Amendment") dated March 31, 2023 to the Agreement and Plan of
Merger, dated October 28, 2022 by and between the parties (the "Merger
Agreement") whereby, among other things, Renovo will be merged with and into the
Company (the "Merger") in accordance with the provisions of the Delaware General
Corporation Law (the "DGCL") and the separate corporate existence of Renovo
shall thereupon cease.
Pursuant to the Amendment, the parties have agreed to revise the Merger
Agreement to, among other things, (a) extend the outside termination date for
the closing of the Merger Agreement from March 31, 2023 to May 31, 2023
("Outside Termination Date"), (b) change the exchange ratio so as to reduce the
number of shares of the Company's common stock, par value $0.0001 per share
("Company Stock"), to be exchanged for each issued and outstanding share of
Renovo common stock, no par value per share ("Renovo Shares"), at the effective
time of the Merger ("Effective Time") from 7,200 shares to 6,000 shares of the
Company Stock for each Renovo Share, after giving effect to the Reverse Stock
Split, as defined in the Merger Agreement ("New Exchange Ratio"), and (c) to
change those persons currently serving on the Renovo board of directors who will
be appointed to serve as directors on the Company's Board of Directors,
effective immediately after the Effective Time, to Randall A. Moritz, Keri A.
Moritz, Brian Kendzior, Lori M. Toomey, and Kristen N. Toomey.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the complete text of the Amendment
which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is hereby
incorporated by reference.
The parties agreed to enter into the Amendment because the audit of the Renovo
financial statements required and the related disclosures to be included in the
Company's Form 8-K filing following the closing of the Merger had not yet been
completed and were unlikely to be completed prior to the original Outside
Termination Date of March 31, 2023. The delay in the completion of the audit and
the preparation of the other required disclosures for the post-Merger Form 8-K
by Renovo was unanticipated and, as a result thereof, the parties agreed that
the Outside Termination Date should be extended to May 31, 2023.
Further, as a result of this delay, Renovo also did not consummate its
acquisition of 6, LLC prior to the February 23, 2023 maturity date of 6 LLC's
loan with Hancock Whitney Bank ("Bank Loan") and, as a result, the Bank Loan was
not assumed by the Company prior to such maturity date. As a consequence of the
Renovo's failure to assume the Bank Loan or 6, LLC's pay off the Bank Loan prior
to the such maturity date, 6 LLC and Renovo were in default of the Bank Loan and
were required to negotiate a revised loan agreement with Hancock Whitney Bank,
resulting in the payment of a $6,000 fee for a loan extension and an increase in
the interest rate thereon from 4% to 6.5%. Accordingly, the revised terms of the
Bank Loan and the costs of the extension adversely affected the economic impact
of the Merger anticipated by the parties and, as compensation to the Company for
this adverse impact, the parties have agreed that the Exchange Ratio should be
reduced.
Separately, the parties also agreed to change the persons who will be appointed
to the Company's Board of Directors effective immediately after the Effective
Time to include the persons referenced above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
First Amendment to Agreement and Plan of Merger, dated March 31,
2.1 2023 by and between Kingfish Holding Corporation and Renovo Resource
Solutions, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Document).
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