false
0001822145
0001822145
2024-02-04
2024-02-04
0001822145
us-gaap:CommonStockMember
2024-02-04
2024-02-04
0001822145
us-gaap:WarrantMember
2024-02-04
2024-02-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
February 4, 2024
Presto Automation Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39830 |
|
84-2968594 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
985 Industrial Road
San Carlos, CA 94070
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (650) 817-9012
Not Applicable
(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:
¨ |
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, par value $0.0001 per share |
|
PRST |
|
The Nasdaq Stock Market LLC |
Warrants, each whole warrant exercisable for one share of common stock |
|
PRSTW |
|
The Nasdaq Stock Market LLC |
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 x
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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On February
6, 2024, Presto Automation Inc. (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock
Market LLC (“Nasdaq”) stating that the Company is not in compliance with the requirement to maintain a minimum Market Value
of Listed Securities (“MVLS”) of $50 million, as set forth in Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”),
because the MVLS of the Company was below $50 million for the 30 consecutive business days prior to the date of the Notice. Nasdaq further
indicated that, as of the date of the Notice, the Company did not comply with certain requirements under the alternative standards set
forth in Nasdaq Listing Rule 5450(b)(3)(A) for continued listing on the Nasdaq Global Market. The Notice is in addition to the previously
disclosed letter received on December 28, 2023, notifying the Company that it was not in compliance with the requirement to maintain a
minimum bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5450(a)(1).
The Notice does not impact the listing of the Common Stock on The Nasdaq
Global Market at this time. The Notice provided that, in accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a period of
180 calendar days from the date of the Notice, or until August 5, 2024, to regain compliance with the MVLS Requirement. During this period,
the Common Stock will continue to trade on The Nasdaq Global Market. If at any time before August 5, 2024 the MVLS closes at $50 million
or more for a minimum of ten consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance
with the MVLS Requirement and the matter will be closed.
In the event the Company
does not regain compliance by August 5, 2024, the Company will receive written notification that its securities are subject to delisting.
At that time, the Company may appeal the delisting determination to a Hearings Panel. The Notice provides that the Company may be eligible
to transfer the listing of its securities to The Nasdaq Capital Market (provided that it then satisfies the requirements for continued
listing on that market).
The Company intends to
actively monitor its MVLS and will evaluate available options to regain compliance with the MVLS Requirement. However, there can be no
assurance that the Company will be able to regain compliance with the MVLS Requirement or maintain compliance with any of the other Nasdaq
continued listing requirements.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 4, 2024, Xavier Casanova provided
notice to the board of directors of the Company of his decision to resign as Chief Executive Officer (“CEO”) of the Company
and all other positions held at the Company, effective immediately. Pursuant to the Forbearance Agreement and Fourth Amendment to the
Credit Agreement dated January 22, 2024 by and among the Company and Metropolitan Partners Group Administration, LLC, as administrative,
agent and collateral agent (the “Agent”), the Company is required to appoint a chief restructuring officer or person with
significant restructuring, turnaround and insolvency experience reasonably acceptable to the Agent by no later than February 16, 2024.
The Company is in the process of identifying suitable candidates to serve as CEO.
Item 8.01 Other Events
Update to Presentation of Restaurant Locations following Amendment
to Cooperation Agreement with Hi Auto Ltd.
On July 14, 2021, the Company and Hi Auto Ltd. (“Hi Auto”)
entered into a Cooperation Agreement pursuant to which Hi Auto supplies the AI technology used at approximately 347 Checkers and franchisee
locations. On January 29, 2024, the parties reached an amicable agreement to amend certain aspects of the Cooperation Agreement following
receipt of a notice from Hi Auto to the Company purporting to terminate the Cooperation Agreement based on various alleged breaches. In
connection with the amendment, the Company has agreed that, commencing on May 1, 2024, the Company and Hi Auto will be permitted to compete
for the Checkers relationship, including franchisee locations. For that reason, the Company has broken out below Checkers locations separately
from its other locations.
| |
Calendar 2024 | | |
Calendar 2025 | |
| |
Q1 | | |
Q2 | | |
Q3 | | |
Q4 | | |
Q1 | | |
Q2 | | |
Q3 | | |
Q4 | |
Presto Technology Locations | |
270 | | |
463 | | |
730 | | |
998 | | |
1,251 | | |
1,590 | | |
1,948 | | |
2,328 | |
Checkers Locations | |
292 | | |
263 | | |
260 | * | |
272 | * | |
279 | * | |
300 | * | |
302 | * | |
282 | * |
Total | |
562 | | |
726 | | |
990 | | |
1,270 | | |
1,530 | | |
1,890 | | |
2,250 | | |
2,610 | |
* After May 1, 2024, the Company intends to compete with Hi Auto for
the Checkers relationship, but it is probable that the Company will be unable to retain all of these locations or execute the retention
plan on this timeframe.
The Company believes that amendment of the Cooperation Agreement will
not have a material adverse effect on the financial prospects of the Company. The Company’s previously-issued projected annualized
run rate (PARR) of $17.6 million would be reduced by $0.9 million to $16.7 million (based on a revised store count projection of 998 stores
by the end of calendar 2024), assuming that the Company does not retain any of the Checkers locations as of the third quarter of calendar
2024.
The Company defines PARR as the annualized revenue of contracts for
its Presto Voice AI solution that are projected to be in effect at the end of the relevant period. As of February 7, 2024, PARR reflects
145 currently contracted locations with 876 additional projected contracted locations by the end of calendar 2024. As a result, a significant
portion of the PARR is based on the Company’s expectation that it will roll out additional locations. The Company’s pricing
assumptions reflect its experience with recent additions of new locations.
The Company believes that PARR is a useful measure of overall expected
volume at a particular point in time and of changes in the volume of business over time because it allows investors to understand how
the Company expects its business to scale and eliminates the time impact associated with the signing of new contracts during a quarterly
or annual period.
The Company’s Voice contracts are generally for 12-month terms
and can be terminated upon two months’ or two quarters’ notice or on a location-by-location basis, respectively, if minimum
service levels are not maintained. The contracts have “evergreen” provisions that extend their term automatically unless the
customer provides notification of non-renewal. Therefore, unless a notice of non-renewal has been received, the Company’s PARR calculation
assumes that each contract in place currently will continue through the end of the relevant reporting period.
Forward Looking Statements
This Current Report on Form 8-K (the “Form 8-K”) contains statements that constitute
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this Form 8-K, regarding the Company’s
strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. When used in this Form 8-K,
the words “could,” “should,” “will,” “may,” “believe,” “anticipate,”
“intend,” “estimate,” “expect,” “project,” “initiatives,” “continue,”
the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions
about future events and are based on currently available information as to the outcome and timing of future events. The forward-looking
statements speak only as of the date of this Form 8-K or as of the date they are made. The Company cautions you that these forward-looking
statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control
of the Company. In addition, the Company cautions you that the forward-looking statements contained in this Form 8-K are subject to risks
and uncertainties, including but not limited to, the Company’s ability to secure additional capital resources, the Company’s
ability to compete successfully to maintain the relationship with Checkers, the Company’s ability to continue to roll out its AI
technology with current franchisees, the Company’s ability to engage with new customers for its AI technology, and those additional
risks and uncertainties discussed under the heading “Risk Factors” in the Form 10-K filed by the Company with the Securities
and Exchange Commission (the “SEC”) on October 11, 2023 and the other documents filed, or to be filed, by the Company with
the SEC. Additional information concerning these and other factors that may impact the operations and projections discussed herein can
be found in the reports that the Company has filed and will file from time to time with the SEC. These SEC filings are available publicly
on the SEC’s website at www.sec.gov. Should one or more of the risks or uncertainties described in this Form 8-K materialize or
should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking
statements. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all
of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Form 8-K.
Item 9.01. Financial Statements
and Exhibits
The following exhibits are provided
as part of this Form 8-K:
(d) Exhibits
Exhibit No. | Description |
104 | Cover page interactive data file (embedded within the Inline XBRL document) |
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.
|
PRESTO AUTOMATION INC. |
|
|
|
By: |
/s/ Susan Shinoff |
|
|
Name: |
Susan Shinoff |
|
|
Title: |
General Counsel and Corporate Secretary |
Dated: February 8, 2024
v3.24.0.1
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Presto Technologies (NASDAQ:PRST)
Historical Stock Chart
From Apr 2024 to May 2024
Presto Technologies (NASDAQ:PRST)
Historical Stock Chart
From May 2023 to May 2024