UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
September 12, 2023

LAZYDAYS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
  
001-38424
  
82-4183498
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)

4042 Park Oaks Blvd., Suite 350, Tampa, Florida
  
33610
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code
  
(813) 246-4999

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common stock
  
LAZY
  
Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 12, 2023, Lazydays Holdings, Inc. (the “Company”), Park West Investors Master Fund, Limited (“PWIMF”) and Park West Partners International, Limited (“PWPI,” and together with PWIMF, “Park West”) entered into a Waiver Agreement whereby Park West waived a portion of its anti-dilution rights under the pre-funded common stock purchase warrants of the Company (the “Warrants Waiver”).

Additionally, on September 12, 2023, the Company, Coliseum Capital Partners, L.P. (“CCP”), Blackwell Partners LLC – Series A (“Blackwell,” and together with CCP, “Coliseum”) and Park West entered into a Waiver Agreement, whereby Coliseum and Park West waived their anti-dilution rights under the Series A Preferred Stock of the Company (the “Series A Preferred Stock Waiver” and together with the Warrants Waiver” the “Waivers”). As of August 28, 2023, Coliseum and Park West own approximately 56.1% and 7.0%, respectively, of the Company.

The foregoing description is qualified in its entirety by reference to the Waivers, a copy of which are attached as Exhibits 10.1 and 10.2 hereto and is incorporated herein by reference.

Item 7.01 Regulation FD.

On September 12, 2023, Lazydays Holdings, Inc. issued a press release announcing the filing of the registration statement on Form S-1, relating to its proposed rights offering to stockholders. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01  Exhibits.

(d) Exhibits

Exhibit No.
  
Description
     
10.1
  
Waiver Agreement, dated September 12, 2023, by and between the Company and Park West.
10.2
  
Waiver Agreement, dated September 12, 2023, by and among the Company, Coliseum and Park West.
 
Press Release, dated September 12, 2023, announcing Lazydays’ plans for rights offering to stockholders.
104
  
Cover Page Interactive Data File (formatted as inline XBRL).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
LAZYDAYS HOLDINGS, INC.
     
Date: September 12, 2023
By
/s/ Kelly Porter

 
Kelly Porter
Chief Financial Officer

Exhibit 10.1

WAIVER AND EXERCISE COMMITMENT

This WAIVER (this “Waiver”) is made effective as of September 12, 2023, by Lazydays Holdings, Inc., a Delaware corporation (the “Company”), and the holders (the “Holders”) of the Company’s Pre-Funded Common Stock Purchase Warrants issued by the Company on March 15, 2018 (the “Warrants”) listed on the signature page hereto. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Warrants.

WHEREAS, the Company is contemplating an offering of rights to purchase shares of the Company’s Common Stock to holders of the Company’s Common Stock, Series A Convertible Preferred Stock and Warrants, to be consummated no later than January 31, 2024 (the “Rights Offering”).

WHEREAS, pursuant to Section 3 of the Warrants, the Holders have certain anti-dilution protections, as described therein (the “Anti-Dilution Rights”).

WHEREAS, the Rights Offering may trigger the Anti-Dilution Right pursuant to Section 3(a) of the Warrants.

WHEREAS, pursuant to Section 3(g) of the Warrants, if the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, the Company shall cause to be delivered by facsimile or email to the Holders at least 20 calendar days prior to the record date (the “Notice”).

WHEREAS, pursuant to Section 5(l) of the Warrants, the Warrants may be modified or amended or the provisions thereof waived with the written consent of the Company and the Holders.

WHEREAS, the Holders represent 100% of the holders of the outstanding Warrants and hold 300,357 Warrants as of the date hereof.

WHEREAS, the Holders desire to (i) waive the Anti-Dilution Rights pursuant to Section 3(a) of the Warrants with respect to the Rights Offering to the extent provided herein and (ii) waive the Notice required pursuant to Section 3(g) of the Warrants with respect to the Rights Offering.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Holders agree as follows:


 1.
Waivers.

(a)          The Holders hereby irrevocably waive the observance of and compliance with the Anti-Dilution Right provided in Section 3(a) of the Warrants in connection with the Rights Offering ; provided that, immediately following the consummation of the Rights Offering, the number of Warrant Shares for which each Warrant is exercisable shall be increased according to the following formula:

WS2 = WS1 * (A + B) / (2 * A)

For purposes of the foregoing formula, the following definitions shall apply:


 •
“WS2” shall mean the number of Warrant Shares immediately following the consummation of the Rights Offering;


•
“WS1” shall mean the number of Warrant Shares immediately prior to the consummation of the Rights Offering;


•
“A” shall mean the number of shares of Common Stock outstanding immediately prior to the consummation of the Rights Offering; and


•
“B” shall mean the number of shares of Common Stock outstanding immediately following the consummation of the Rights Offering.

For the avoidance of doubt the intention of the aforementioned formula is to decrease by 50% the amount of additional Warrant Shares that would otherwise be issued pursuant to Section 3(a).

(b)          The Holders hereby irrevocably waive the observance and compliance with the Notice required pursuant to Section 3(g) of the Warrants with respect to the Rights Offering.

(c)          The Holders hereby acknowledge and agree that any and all obligations of each Holder set forth in this Waiver, including, for the avoidance of doubt, the obligations to exercise the Warrants as set forth in Section 2, shall survive any direct or indirect transfer of the Warrants. Prior to any such transfer, each Holder, as applicable, shall require the transferee to execute an assumption agreement, in a form reasonably satisfactory to the Company, whereby the transferee expressly assumes all obligations of the Holder as set forth in this Waiver. Any transferee or subsequent holder of the Warrants, having executed such an assumption agreement, shall be bound by such obligations and shall be deemed to have assumed all such obligations as if it were an original holder thereof. Any transfer not in compliance with this section 1(c) shall be null and void. This provision is intended to benefit and be enforceable by, and shall inure to the benefit of, the Company.

2.          Exercise. Upon the closing of the Rights Offering, the Holders shall be deemed to have irrevocably exercised any and all Warrants held respectively by them in accordance with the terms of the Warrants as amended by the provisions of Section 1(a) hereof without any further action by the Holders and the Holders hereby agree to surrender for cancellation the Warrants within three Trading Days of the Rights Offering closing in accordance with Section 2 of the Warrants.

3.          No Modifications or Other Waivers. Except as and to the extent set forth in this Waiver, nothing in this Waiver shall be deemed to constitute a waiver by any party of compliance with respect to any other term, provision or condition of the Warrants or any other instrument or agreement referred to therein or a waiver of the Anti-Dilution Rights or Notice with respect to any transaction other than the Rights Offering. No amendment, modification, or supplement of any provisions of this Waiver shall be valid or effective unless made in writing and signed by all parties.
2

4.          Governing Law. The validity, interpretation and enforcement of this Waiver and any dispute arising out of or in connection with this Waiver, whether sounding in contract, tort or equity or otherwise, shall be governed by the internal laws of the State of Delaware, without giving effect to principles of conflicts of law thereof.

5.          Counterparts. This Waiver may be executed in separate counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same agreement binding on all the parties hereto. This Waiver shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties. For the avoidance of doubt, each party agrees that an electronic copy of this Waiver shall be considered and treated like an original, and that an electronic or digital signature shall be as valid as a handwritten signature (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com)).

[Signature Pages Follow]
3

IN WITNESS WHEREOF, each of the undersigned has executed this Waiver effective as of the date first set forth above.

 
HOLDERS:
     
 
PARK WEST INVESTORS MASTER FUND, LIMITED
 
By Park West Asset Management LLC, its Investment Manager
     
 
By:
/s/ Grace Jimenez
 
Name:
Grace Jimenez
 
Title:
Chief Financial Officer
     
     
 
PARK WEST PARTNERS INTERNATIONAL, LIMITED
 
By Park West Asset Management LLC, its Investment Manager
     
 
By:
/s/ Grace Jimenez
 
Name:
Grace Jimenez
 
Title:
Chief Financial Officer

[Signature Page to Lazydays Holdings, Inc. Pre-Funded Warrants Waiver]

Acknowledged and Agreed:
  
     
THE COMPANY:
  
     
LAZYDAYS HOLDINGS, INC
  
     
     
By:
/s/ Kelly Porter
  
Name:
Kelly Porter
  
Title:
CFO
  

[Signature Page to Lazydays Holdings, Inc. Pre-Funded Warrants Waiver]
Exhibit 10.2

WAIVER

This WAIVER (this “Waiver”) is made effective as of September 12, 2023, by Lazydays Holdings, Inc., a Delaware corporation (the “Company”), and the holders (the “Holders”) of the Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”) listed on the signature page hereto. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Certificate of Designation of Series A Convertible Preferred Stock of the Company, dated March 15, 2018 (the “Certificate of Designation”).

WHEREAS, the Company is contemplating an offering of rights to purchase shares of the Company’s Common Stock to holders of the Company’s Common Stock, Series A Preferred Stock and Pre-Funded Warrants, to be consummated no later than January 31, 2024 (the “Rights Offering”).

WHEREAS, pursuant to Section 8 of the Certificate of Designation, the Holders have certain anti-dilution protections, as described therein (the “Anti-Dilution Rights”).

WHEREAS, the Rights Offering may trigger the Anti-Dilution Right pursuant to Section 8 of the Certificate of Designation.

WHEREAS, pursuant to Section 13 of the Certificate of Designation, in the event that the Company authorizes the issuance of rights to purchase shares of Common Stock, the Company is required to give each holder of Series A Preferred Stock notice at least 20 business days prior to the applicable record date (the “Notice”).

WHEREAS, the Holders desire to (i) waive the Anti-Dilution Rights pursuant to Section 8 of the Certificate of Designation with respect to the Rights Offering, (ii) acknowledge that no other Anti-Dilution Rights pursuant to the Certificate of Designation are applicable to the Rights Offering and (iii) waive the Notice required pursuant to Section 13 of the Certificate of Designation with respect to the Rights Offering.

WHEREAS, the Holders represent 100% of the voting power of the outstanding shares of the Series A Preferred Stock.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Holders agree as follows:


 1.
Waivers.

(a)          The Holders hereby irrevocably waive the observance of and compliance with the Anti-Dilution Right provided in Section 8 of the Certificate of Designation in connection with the Rights Offering. For the avoidance of doubt, the Holders hereby acknowledge and confirm that no other Anti-Dilution Rights are applicable to the Rights Offering.

(b)          The Holders hereby irrevocably waive the observance and compliance with the Notice required pursuant to Section 13 of the Certificate of Designation with respect to the Rights Offering.

2.          No Modifications or Other Waivers. Except as and to the extent set forth in this Waiver, nothing in this Waiver shall be deemed to constitute a waiver by any party of compliance with respect to any other term, provision or condition of the Certificate of Designation or any other instrument or agreement referred to therein or a waiver of the Anti-Dilution Rights or Notice with respect to any transaction other than the Rights Offering. No amendment, modification, or supplement of any provisions of this Waiver shall be valid or effective unless made in writing and signed by all parties.

3.          Governing Law. The validity, interpretation and enforcement of this Waiver and any dispute arising out of or in connection with this Waiver, whether sounding in contract, tort or equity or otherwise, shall be governed by the internal laws of the State of Delaware, without giving effect to principles of conflicts of law thereof.

4.          Counterparts. This Waiver may be executed in separate counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same agreement binding on all the parties hereto. This Waiver shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties. For the avoidance of doubt, each party agrees that an electronic copy of this Waiver shall be considered and treated like an original, and that an electronic or digital signature shall be as valid as a handwritten signature (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com)).

[Signature Pages Follow]

2

IN WITNESS WHEREOF, each of the undersigned has executed this Waiver effective as of the date first set forth above.

 
HOLDERS:
     
 
COLISEUM CAPITAL PARTNERS, L.P.
 
By Coliseum Capital, LLC, its general partner
     
 
By:
/s/ Christopher Shackelton
 
Name:
Christopher Shackelton
 
Title:
Manager
     
     
 
BLACKWELL PARTNERS LLC – SERIES A
 
By Coliseum Capital Management, LLC, Attorney-in-Fact
     
 
By:
/s/ Christopher Shackelton
 
Name:
Christopher Shackelton
 
Title:
Managing Partner
     
     
 
PARK WEST INVESTORS MASTER FUND, LIMITED
 
By Park West Asset Management LLC, its Investment Manager
     
 
By:
/s/ Grace Jimenez
 
Name:
Grace Jimenez
 
Title:
Chief Financial Officer
     
     
 
PARK WEST PARTNERS INTERNATIONAL, LIMITED
 
By Park West Asset Management LLC, its Investment Manager
     
 
By:
/s/ Grace Jimenez
 
Name:
Grace Jimenez
 
Title:
Chief Financial Officer

[Signature Page to Lazydays Holdings, Inc. Series A Preferred Stock Waiver]

Acknowledged and Agreed:
  
     
THE COMPANY:
  
     
LAZYDAYS HOLDINGS, INC
  
     
By:
/s/ Kelly Porter
  
Name:
Kelly Porter
  
Title:
CFO
  

[Signature Page to Lazydays Holdings, Inc. Series A Preferred Stock Waiver]
Exhibit 99.1

LAZYDAYS HOLDINGS, INC. ANNOUNCES PLANS FOR RIGHTS OFFERING TO STOCKHOLDERS

TAMPA, Fla., September 12, 2023 – Lazydays Holdings, Inc. (NasdaqCM: LAZY) (the “Company” or “Lazydays”) announced today that it filed a registration statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) for a rights offering in which holders (the “Holders”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), the Company’s pre-funded warrants (the “Warrants”) and the Company’s series A convertible preferred stock (the “Series A Preferred Stock”) will receive non-transferable rights to purchase additional shares of Common Stock (the “Rights”) at a price to be determined at the time the offering commences. All Holders as of a record date, which has yet to be determined, will receive one Right for each share of Common Stock owned or issuable upon exercise or conversion of Warrants and Series A Preferred Stock owned as of such record date.  The subscription price has also yet to be determined.  The Company will provide notice of the record date and subscription price in the future at such time as they are determined.

The proposed rights offering will include an over-subscription right, which will entitle a Holder who exercises all of its basic subscription rights in full the right to purchase additional shares of Common Stock that remain unsubscribed at the expiration of the rights offering, subject to the availability and pro rata allocation of shares among persons exercising this over-subscription right.

The Common Stock issued in connection with the rights offering will be listed on The Nasdaq Capital Market under the symbol “LAZY.”  The Rights will not be listed for trading.

The net proceeds of the offering will be used for our growth initiatives including acquisitions and new business development activities and general corporate purposes, which may include repaying or refinancing our existing or future debt facilities

The Company reserves the right to modify, postpone or cancel the rights offering at any time prior to the closing of the sale of the Common Stock in the rights offering.

Questions about the rights offering or requests for a copy of the prospectus may be directed to the Information Agent, Broadridge Corporate Issuer Solutions, Inc., at 888-789-8409.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective.  The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.  This announcement shall not constitute an offer to sell, or the solicitation of an offer to buy the Rights or the underlying Common Stock, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

About Lazydays

Lazydays has been a prominent player in the RV industry since its inception in 1976, earning a stellar reputation for delivering exceptional RV sales, service, and ownership experiences. Its commitment to excellence has led to enduring relationships with RVers and their families, who rely on Lazydays for all their RV needs.

With a strategic approach to Lazydays’ rapid expansion, it is growing its network through both acquisitions and new builds. Lazydays’ wide selection of RV brands from top manufacturers, state-of-the-art service facilities, and an extensive range of accessories and parts ensure that Lazydays is the go-to destination for RV enthusiasts seeking everything they need for their journeys on the road. Whether you’re a seasoned RVer or just starting your adventure, Lazydays’ dedicated team is here to provide outstanding support and guidance, making your RV lifestyle truly extraordinary.

Lazydays is a publicly listed company on the Nasdaq Capital Market under the ticker “LAZY.”

Forward Looking Statements

This press release includes “forward-looking statements” within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements include statements regarding our goals, plans, projections and guidance regarding our financial position, results of operations, market position, pending and potential future acquisitions and business strategy, and often contain words such as “project,” “outlook,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “may,” “seek,” “would,” “should,” “likely,” “goal,” “strategy,” “future,” “maintain,” “continue,” “remain,” “target” or “will” and similar references to future periods. Examples of forward-looking statements in this press release include, among others, statements regarding the proposed rights offering.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events that depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements in this press release. The risks and uncertainties that could cause actual results to differ materially from estimated or projected results include, without limitation, future economic and financial conditions (both nationally and locally); changes in customer demand; the Company’s relationship with, and the financial and operational stability of, vehicle manufacturers and other suppliers; risks associated with the Company’s indebtedness (including available borrowing capacity, compliance with financial covenants and ability to refinance or repay indebtedness on favorable terms); acts of God or other incidents which may adversely impact the Company’s operations and financial performance; government regulations; legislation; and the factors discussed in “Part I, Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and from time to time in the Company’s other filings with the SEC.

News Contact:
+1 (813) 204-4099
investors@lazydays.com
v3.23.2
Document and Entity Information
Sep. 12, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 12, 2023
Entity File Number 001-38424
Entity Registrant Name LAZYDAYS HOLDINGS, INC.
Entity Central Index Key 0001721741
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 82-4183498
Entity Address, Address Line One 4042 Park Oaks Blvd.
Entity Address, Address Line Two Suite 350
Entity Address, City or Town Tampa
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33610
City Area Code 813
Local Phone Number 246-4999
Title of 12(b) Security Common stock
Trading Symbol LAZY
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
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