Form 8-K - Current report


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) April 14, 2024

Latch, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-39688	85-3087759
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1220 N Price Road, Suite 2, Olivette, MO 63132

(Address of principal executive offices, Including Zip Code)

(314) 200-5218

Registrant’s telephone number, including area code

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	LTCH	N/A (OTC Expert Market)
Warrants, each whole warrant exercisable for one share of Common stock at an exercise price of $11.50 per share	LTCHW	N/A (OTC Expert 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 May 15, 2023, Latch, Inc. (the “Company”) and certain subsidiaries entered into an Agreement and Plan of Merger with Honest Day’s Work, Inc. (“HDW”), pursuant to which Latch acquired HDW (the “Acquisition”).

As partial consideration for the Acquisition, the Company issued to certain of HDW’s stockholders (the “Holders”) $22.0 million aggregate principal amount of unsecured promissory notes (the “Promissory Notes”). The Promissory Notes accrue paid-in-kind interest at a rate of 10% per annum and mature on July 3, 2025, unless earlier accelerated in connection with an event of default or change of control of the Company. In addition, the Company may prepay the Promissory Notes at any time prior to maturity.

An event of default occurs under the Promissory Notes if, as of April 15, 2024 (the “Reference Date”), the Company’s common stock is delisted from The Nasdaq Stock Exchange LLC (“Nasdaq”), following exhaustion of all rights of appeal related thereto as of the Reference Date, as a result of Latch’s failure to satisfy the continued listing requirements of Nasdaq due to existing non-compliance issues (a “Delisting”).

On April 14, 2024, the Company and Holders of a majority of the outstanding principal amount of the Promissory

Notes (the “Majority Holders”) entered into an Amendment to Promissory Notes (the “Amendment”) to amend the definition of Delisting such that the Reference Date is May 3, 2024 instead of April 15, 2024.

The description of the Amendment set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

The Company is in active negotiations with the Holders to make additional amendments to the Promissory Notes (including further changes to the Delisting event of default); however, there can be no assurances that an agreement will be reached with all Holders on terms that are acceptable to us or at all.

Item 9.01. Financial Statements and Exhibits.


Exhibit Number						Description

4.1*						Amendment to Promissory Notes, dated April 14, 2024.
104						Cover Page Interactive Data File, formatted in Inline XBRL and embedded within the Interactive Data Files submitted under Exhibit 101.

* A schedule to this exhibit has been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish a copy of any omitted schedule to the Securities and Exchange Commission upon request.

SIGNATURES

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.


		Latch, Inc.

Date:	April 15, 2024	By:	/s/ Priyen Patel
		Name:	Priyen Patel
		Title:	Senior Vice President and General Counsel

Exhibit 4.1

AMENDMENT TO PROMISSORY NOTES

This Amendment (the “Amendment”), effective as of April 14, 2024, to those certain Promissory Notes issued by Latch, Inc., a Delaware corporation (the “Maker”), to such entities and individuals as set forth on Exhibit A hereto (collectively, the “Notes”), is entered into by and among the Maker and the parties named on the signature pages hereto (the “Noteholders”).

WHEREAS, the Notes constitute all of the promissory notes issued by the Maker that are part of a series of substantially similar promissory notes issued by the Maker on July 3, 2023.

WHEREAS, pursuant to the Notes, the terms and provisions of such Notes may be modified or amended by a written instrument duly executed by the Maker and by the holders of at least a majority of the Principal of the Notes (the “Required Holders”).

WHEREAS, the Maker and the Noteholders, constituting the Required Holders, desire to amend the Notes to amend the definition of Delisting.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Section 5 of the Notes is hereby deleted in its entirety and replaced with the following paragraph:

“5. Defaults. Maker shall be, and be deemed to be, in default hereunder upon the occurrence of any of the following (each, an “Event of Default”): (a) Maker fails to pay when due any principal, interest or other payment required to be made hereunder; (b) an involuntary case against Maker or any of its subsidiaries under any applicable bankruptcy or insolvency law commences and is not dismissed on or before the date that is 60 days after its commencement; (c) a court with proper jurisdiction enters a decree or order for relief against Maker or any of its subsidiaries in an involuntary case under any applicable bankruptcy or insolvency law; (d) a court with proper jurisdiction appoints a receiver, liquidator, custodian or trustee for Maker or its subsidiaries or for any substantial part of Maker’s or its subsidiaries’ property with respect to the winding up or liquidation of Maker’s or its subsidiaries’ affairs; (e) Maker or any of its subsidiaries commences a voluntary case under any applicable bankruptcy or insolvency law, makes a general assignment for the benefit of Maker’s or its subsidiaries’ creditors, consents to the appointment of a receiver, liquidator, custodian or trustee for Maker or its subsidiaries or for any substantial part of Maker’s or its subsidiaries’ property, or consents to the entry of an order for relief against Maker or any of its subsidiaries in an involuntary case under any applicable bankruptcy or insolvency law, or (f) in the event the Latch Common Stock is delisted from The Nasdaq Stock Market LLC (“Nasdaq”), following exhaustion of all rights of appeal related thereto as of May 3, 2024 (a “Delisting”).”

2.The parties intend for the above-referenced amendment to apply to each of the Notes in the same manner.

3.Upon the effectiveness of this Amendment, on and after the date hereof, each reference in each of the Notes to “this Note,” “hereunder,” “hereof,” “herein” or words of like import, shall mean and be a reference to such Note as amended hereby. Except as specifically amended above, each of the Notes shall remain in full force and effect and is hereby ratified and confirmed.

4.All rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Delaware.

5.This Amendment may be executed in any number of counterparts or counterpart signature pages (by facsimile, DocuSign or other electronic transmission or otherwise), each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed as an instrument under seal as of the day and year first written above.

LATCH, INC.

By: /s/ Priyen Patel

Name: Priyen Patel

Title: General Counsel

THE NOTEHOLDERS:


CALIBRATE VENTURES II, L.P. By: Calibrate Ventures II GP, LLC Its: Manager

By: /s/ Kevin Dunlap

Name: Kevin Dunlap

Title: Manager


CALIBRATE HDW SPV By: Calibrate SVP GP, LLC Its: Manager

By: /s/ Kevin Dunlap

Name: Kevin Dunlap

Title: Manager

FIRST ROUND CAPITAL VIII, L.P.
as Nominee

By: /s/ Josh Kopelman

Name: Josh Kopelman

Title: Partner

[Signature Page to Amendment to Promissory Notes]

EXHIBIT A

Notes

[Omitted]

Cover	Apr. 14, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 14, 2024
Entity Registrant Name	Latch, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39688
Entity Tax Identification Number	85-3087759
Entity Address, Address Line One	1220 N Price Road, Suite 2
Entity Address, City or Town	Olivette
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63132
City Area Code	314
Local Phone Number	200-5218
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001826000
Common stock, par value $0.0001 per share
Entity Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	LTCH
Warrants, each whole warrant exercisable for one share of Common stock at an exercise price of $11.50 per share
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common stock at an exercise price of $11.50 per share
Trading Symbol	LTCHW