Item 1.01. Entry into a Material Definitive Agreement.
1. Fifth Amendment to Loan Agreement
On March 1, 2023 (the "Fifth Amendment Effective Date"), TeraWulf Inc. (the
"Company") entered into an amendment (the "Fifth Amendment") to its Loan,
Guaranty and Security Agreement, dated as of December 1, 2021 (as amended,
modified or supplemented from time to time, the "Loan Agreement"), by and among
the Company, certain subsidiaries of the Company party thereto, the lenders
party thereto (the "Lenders") and Wilmington Trust, National Association, as
administrative agent and collateral agent.
The Fifth Amendment eliminates mandatory amortization of the term loans under
the Loan Agreement (the "Term Loans") through April 8, 2024, as long as the
Company receives aggregate net proceeds of at least $33.5 million from the
issuance of equity or equity-linked securities by March 15, 2023 (such
condition, the "Amortization Relief Condition"). The Company expects to satisfy
the Amortization Relief Condition by March 15, 2023. Additionally, the Fifth
Amendment provides for an excess cash flow sweep in place of scheduled principal
payments, which will automatically extend to the maturity of the Term Loans on
December 1, 2024 in the event the Company repays at least $40 million of the
Term Loans by April 1, 2024. Concurrent with the execution of the Fifth
Amendment, the Lenders appointed a non-voting observer (the "Observer") to the
Company's board of directors (the "Board"). The Lenders also have the right to
appoint a member of the Company's Board (the "Lender Designee"), as long as such
Lender Designee is reasonably acceptable to the Company. Additionally, pursuant
to the Fifth Amendment, the Company established a strategic review committee
which will consider and monitor the strategic direction and opportunities
available to the Company and make related recommendations to the Company's Board
and management.
The descriptions of the provisions of the Fifth Amendment are qualified in their
entirety by reference to the full and complete terms of the Fifth Amendment
which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
2. Warrant Agreement
On March 1, 2023, in connection with the execution of the Fifth Amendment, the
Company entered into a Warrant Agreement (the "Warrant Agreement") to issue the
following warrants to the lenders: (i) 26,666,669 warrants to purchase an
aggregate number of shares of the Company's common stock equal to 10.0% of the
fully diluted equity of the Company as of the Fifth Amendment Effective Date
with an exercise price of $0.01 per share of the Company's common stock (the
"Penny Warrants") and (ii) 13,333,333 warrants to purchase an aggregate number
of shares of the Company's common stock equal to 5.0% of the fully diluted
equity of the Company as of the Fifth Amendment Effective Date with an exercise
price of $1.00 per share of the Company's common stock (the "Dollar Warrants").
The Penny Warrants are exercisable during the period beginning on April 1, 2024
and ending at 5:00 p.m., New York City time, on December 31, 2025, and the
Dollar Warrants are exercisable during the period beginning on April 1, 2024 and
ending at 5:00 p.m., New York City time, on December 31, 2026.
The descriptions of the provisions of the Warrant Agreement are qualified in
their entirety by reference to the full and complete terms of the Warrant
Agreement which is attached hereto as Exhibit 4.1 and is incorporated herein by
reference.
3. Registration Rights Agreement
In connection with the issuance of the warrants pursuant to the Warrant
Agreement, the Company and the Lenders entered into a Registration Rights
Agreement, dated as of March 1, 2023, pursuant to which the Company has agreed
to provide customary shelf and piggyback registration rights to the Lenders with
respect to the common stock issuable upon exercise of the warrants described
above.
The description of the terms of the Registration Rights Agreement is qualified
in its entirety by reference to the full and complete terms of the Registration
Rights Agreement which is attached hereto as Exhibit 4.2 and is incorporated
herein by reference.
Item 2.03. Creation of Direct Financial Obligation.
To the extent applicable, the information set forth under Item 1.01 above is
hereby incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
To the extent applicable, the disclosures set forth above in Item 1.01 of this
Current Report on Form 8-K are incorporated by reference herein. The securities
issuable upon conversion of the warrants disclosed under Item 1.01 have not been
registered under the Securities Act of 1933, as amended (the "Securities Act")
at the time of issuance of the warrants, in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act and/or Regulation
D promulgated thereunder.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
1.1 Fifth Amendment to Loan, Guaranty and Security Agreement, dated as of
March 1, 2023, by and among TeraWulf Inc. certain subsidiaries thereto,
the lenders from time to time party thereto and Wilmington Trust,
National Association.
4.1 Warrant Agreement, dated as of March 1, 2023, by and among TeraWulf
Inc. and certain persons listed therein.
4.2 Registration Rights Agreement, dated as of March 1, 2023, by and among
TeraWulf Inc. and certain persons listed therein.
104 Cover page Interactive Data File (embedded within the Inline XBRL
document)
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, as amended. Such forward-looking statements include
statements concerning anticipated future events and expectations that are not
historical facts. All statements, other than statements of historical fact, are
statements that could be deemed forward-looking statements. In addition,
forward-looking statements are typically identified by words such as "plan,"
"believe," "goal," "target," "aim," "expect," "anticipate," "intend," "outlook,"
"estimate," "forecast," "project," "continue," "could," "may," "might,"
"possible," "potential," "predict," "should," "would" and other similar words
and expressions, although the absence of these words or expressions does not
mean that a statement is not forward-looking. Forward-looking statements are
based on the current expectations and beliefs of TeraWulf's management and are
inherently subject to a number of factors, risks, uncertainties and assumptions
and their potential effects. There can be no assurance that future developments
will be those that have been anticipated. Actual results may vary materially
from those expressed or implied by forward-looking statements based on a number
of factors, risks, uncertainties and assumptions, including, among others: (1)
conditions in the data mining industry, including fluctuation in the market
pricing of bitcoin and other cryptocurrencies, and the economics of
cryptocurrency mining, including as to variables or factors affecting the cost,
efficiency and profitability of cryptocurrency mining; (2) competition among the
various providers of data mining services; (3) changes in applicable laws,
regulations and/or permits affecting TeraWulf's operations or the industries in
which it operates, including regulation regarding power generation,
cryptocurrency usage and/or cryptocurrency mining; (4) the ability to implement
certain business objectives and to timely and cost-effectively execute
integrated projects; (5) failure to obtain adequate financing on a timely basis
and/or on acceptable terms with regard to growth strategies or operations? (6)
loss of public confidence in bitcoin or other cryptocurrencies and the potential
for cryptocurrency market manipulation? (7) the potential of cybercrime,
money-laundering, malware infections and phishing and/or loss and interference
as a result of equipment malfunction or break-down, physical disaster, data
security breach, computer malfunction or sabotage (and the costs associated with
any of the foregoing)? (8) the availability, delivery schedule and cost of
equipment necessary to maintain and grow the business and operations of
TeraWulf, including mining equipment and infrastructure equipment meeting the
technical or other specifications required to achieve its growth strategy; (9)
employment workforce factors, including the loss of key employees; (10)
litigation relating to TeraWulf, RM 101 f/k/a IKONICS Corporation and/or the
business combination; (11) the ability to recognize the anticipated objectives
and benefits of the business combination; and (12) other risks and uncertainties
detailed from time to time in the Company's filings with the Securities and
Exchange Commission ("SEC"). Potential investors, stockholders and other readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date on which they were made. TeraWulf does not
assume any obligation to publicly update any forward-looking statement after it
was made, whether as a result of new information, future events or otherwise,
except as required by law or regulation. Investors are referred to the full
discussion of risks and uncertainties associated with forward-looking statements
and the discussion of risk factors contained in the Company's filings with the
SEC, which are available at www.sec.gov.
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