Current Report Filing (8-k)
October 05 2022 - 5:13PM
Edgar (US Regulatory)
0001851860
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0001851860
2022-09-29
2022-09-29
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iso4217:USD
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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): October 5, 2022 (September 29, 2022)
SMART
FOR LIFE, INC. |
(Exact
name of registrant as specified in its charter) |
Delaware |
|
001-41290 |
|
81-5360128 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
990
Biscayne Blvd., Suite 503, Miami, FL |
|
33132 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(786)
749-1221 |
(Registrant’s
telephone number, including area code) |
|
(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 |
|
SMFL |
|
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 or Rule 12b-2
of the Securities Exchange Act of 1934.
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 29, 2022, the Company entered into a debenture purchase agreement (the “Purchase Agreement”) with four investors,
pursuant to which the Company issued to such investors original issue discount subordinated debentures in the aggregate principal amount
of $500,000 (the “Debentures”). The Debentures contain an original issue discount of 15%, or an aggregate original
issue discount of $75,000, resulting in a total purchase price of $425,000.
The
Debentures bear interest at a rate of 17.5% per annum. The outstanding principal amount and all accrued interest is due and payable on
the earlier of (i) the completion of the Company’s next equity financing, (ii) September 29, 2024 or (iii) within 30 days after
election of repayment from the holder so long as the election is after the 6-month anniversary of the Debenture. For purposes hereof,
“next equity financing” means a bona fide transaction or series of transactions with the principal purpose of raising capital
in which the Company receives gross proceeds in excess of $20 million. The Company may also voluntarily prepay the Debentures in whole
or in part without premium or penalty.
The
Purchase Agreement and the Debentures contain customary representations and warranties and events of default for a loan of this type.
The Debentures are unsecured and are subordinated in right of payment to the prior payment in full of all senior indebtedness and are
pari passu in right of payment to any other unsecured indebtedness incurred by the Company in favor of any third party. For purposes
of the Debentures, “senior indebtedness” means all indebtedness of the Company to banks, insurance companies and other financial
institutions or funds, unless in the instrument creating or evidencing such indebtedness it is provided that such indebtedness is not
senior in right of payment to the Debentures or otherwise indicates that it is pari passu with other unsecured indebtedness of
the Company.
The
foregoing summary of the terms and conditions of the Purchase Agreement and the Debentures does not purport to be complete and is qualified
in its entirety by reference to the full text of the forms of those documents attached hereto as Exhibits 10.1 and 10.2, which are incorporated
herein by reference.
| Item
2.03 | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant. |
The
information set forth under Item 1.01 is incorporated by reference into this Item 2.03.
| Item
9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits
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.
Date:
October 5, 2022 |
SMART
FOR LIFE, INC. |
|
|
|
/s/
Darren C. Minton |
|
Name: |
Darren C. Minton |
|
Title: |
Chief Executive Officer |
2
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