ITEM 1.01Entry into a Material Definitive Agreement.
The information provided under Item 3.02 of this Current Report on Form 8-K
(this "Form 8-K") with respect to the issuance by
ITEM 3.02Unregistered Sales of
On
The Warrant was issued pursuant to a Transaction Agreement between the Company
and Amazon (the "Transaction Agreement") and a Warrant to Purchase Common Stock
between the Company and
The issuance of the Warrant and the Warrant Shares have not been registered under the Securities Act of 1933 (the "Securities Act") or under any state securities law in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act. The Company did not engage in a general solicitation or advertising with regard to the issuance and sale of the Warrant or Warrant Shares. Amazon acknowledged its intention to acquire the Warrant and Warrant Shares for investment only and not with a view toward their distribution, and appropriate legends will be affixed to the Warrant and the Warrant Shares.
This Item 3.02 contains only a brief description of the material terms of the Transaction Agreement and the Warrant does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the Transaction Agreement and Warrant, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated by reference into this Item 3.02.
ITEM 9.01Financial Statements and Exhibits.
(d)Exhibits 10.1 Transaction Agreement, by and betweenSpartanNash and Amazon.comNV Investment Holdings LLC , dated as ofOctober 7, 2020 * 10.2 Warrant to Purchase Common Stock ofSpartanNash Company , by and betweenSpartanNash Company andAmazon.com NV Investment Holdings LLC , dated as ofOctober 7, 2020 *
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Portions of this document have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
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