SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT
REPORTED) December 27, 2020
Alpine 4 Technologies Ltd.
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
OR OTHER JURISDICTION
INCORPORATION OR ORGANIZATION)
(COMMISSION FILE NO.)
EMPLOYEE IDENTIFICATION NO.)
2525 E Arizona Biltmore
Circle, Suite 237
Phoenix, AZ 85016
(ADDRESS OF PRINCIPAL EXECUTIVE
(ISSUER TELEPHONE NUMBER)
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
Soliciting material pursuant to Rule 14a-12 under the Exchange
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Pre-commencement communications pursuant to Rule 13e-4(c) under the
pursuant to Section 12(b) of the Act:
Title of each
Name of each exchange
on which registered
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
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. [X]
5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On December 27, 2020, the Board of Directors
of Alpine 4 Technologies Ltd., a Delaware corporation (the
“Company”), approved the filing with the Secretary of State of
Delaware a Certificate of Designation of Rights and Preferences
(the “Designation”) for the creation of a new Series D Convertible
Preferred Stock (the “Series D Preferred Stock”).
December 28, 2020, the Company filed the Designation with the
Secretary of State of Delaware, which served to amend the Company’s
Certificate of Incorporation to include the Designation.
Pursuant to the Company’s Certificate of Incorporation, the
Company’s Board of Directors is authorized to provide by resolution
for the issuance of shares of preferred stock, and to establish the
designation, powers, preferences, and rights of the shares of such
series of preferred stock.
The terms of the
Series D Preferred Stock include the following:
of shares: The Company designated 1,628,572 shares of Series D
Stated Value of the Series D Preferred Stock is $3.50 per
dividends will accrue on the Series D Preferred Stock. If
dividends are declared on the Company’s Class A, Class B, or Class
C Common Stock, the holders of the Series D Preferred Stock will
participate in such dividends on a per share basis, pari passu with
the Classes of Common Stock.
Series D Preferred Stock will vote together with the Class A Common
Stock on a one-vote-for-one-Preferred-share basis.
long as any shares of Series D Preferred Stock are outstanding, the
Company may not, without the affirmative vote or written consent of
the holders of a majority of the then outstanding shares of the
Series D Preferred Stock, (a) alter or change the powers,
preferences or rights given to the Series D Preferred Stock or
alter or amend the Certificate of Designation, (b) amend its
Certificate of Incorporation or other charter documents in any
manner that adversely affects any rights of the holders of the
Series D Preferred Stock, or (c) enter into any agreement or
arrangement with respect to any of the foregoing.
any liquidation, dissolution or winding-up of the Company, whether
voluntary or involuntary (a "Liquidation"), the holders of the
Series D Preferred Stock shall participate on a per share basis
with the holders of the Class A, Class B, and Class C Common Stock
of the Company, and shall be entitled to share equally, on a per
share basis, all assets of the Company of whatever kind available
for distribution to the holders of all classes of the Common Stock.
The Company shall mail written notice of any such Liquidation, not
less than 45 days prior to the payment date stated therein, to each
record holder of Series D Preferred Stock.
The Series D Preferred Stock shall be convertible automatically
into shares of the Company's Class A Common Stock (the “Automatic
Conversion”) as follows:
share of Series D Preferred Stock will automatically convert into
shares of the Company’s Class A Common Stock on the earlier
to occur of (a) the fifth day after the twenty-four month
anniversary of the original issue date or (b) the fifth day after
the date on which the Company’s Class A Common Stock first trades
on a national securities exchange (including but not limited to
NASDAQ, NYSE, or NYSE American but excluding OTCQX Market) (such
date, the “Automatic Conversion Date”).
number of shares of the Company’s Class A Common Stock into which
the Series D Preferred Stock shall be converted shall be determined
by multiplying the number of shares of Series D Preferred Stock to
be converted by the $3.50 stated value, and then dividing that
product by the Conversion Price. The Conversion Price shall be
equal to the Variable Weighted Average Price (“VWAP”) of the five
Trading Days prior to the Automatic Conversion Date. “VWAP” shall
be defined as the volume weighted average price of the
Company’s Class A Common Stock on the OTC Markets or other stock
exchange or trading medium where such shares are traded as reported
by Bloomberg, L.P. using the VWAP function. If for any reason, VWAP
cannot be thus determined, “VWAP” shall mean the average closing or
last sale prices over the five Trading Days prior to the Automatic
Conversion Date of the Company’s Class A Common Stock on the OTC
Markets or such other exchange or trading medium.
on Resales of Class A Common Stock
sale of shares of the Company’s Class A Common Stock issued at the
time of conversion by any holder into the market or to any private
purchaser shall be limited to not more than twenty-five percent
(25%) of all conversion shares received by such holder at the time
of the automatic conversion in any given 90-day period.
any time on or prior to the Automatic Conversion Date, the Company
shall have the right to redeem all (but not less than all) shares
of the Series D Preferred Stock issued and outstanding at any time
after the original issue date, upon three (3) business days’
notice, at a redemption price per share of Series D Preferred Stock
then issued and outstanding (the “Corporation Redemption Price”),
equal to the stated value of $3.50 per share.
shares issued on conversion of the Series D Preferred Stock have
piggyback registration rights beginning on that date which his six
months after the date on which the Company’s Class A Common Stock
trades on a national securities exchange, and are subject to
standard underwriter holdback limitations.
The foregoing summary
of the Designation does not purport to be complete and is qualified
in its entirety by reference to the full text of the Designation
attached as an exhibit hereto.
1.01Entry into a Material Definitive
2.01Completion of Acquisition or Disposition of
3.02 Unregistered Sales of Equity
8.01 Other Information.
ALPP Acquisition Corporation 2, Inc., and Vayu (US), Inc.
On Tuesday December
29, 2020, the Company and a newly formed and wholly owned
subsidiary of the Company named ALPP Acquisition Corporation 2,
Inc. a Delaware corporation (“Merger Sub”), entered into a merger
agreement (the “Agreement”) with Vayu (US), Inc., a Delaware
corporation (“VAYU”), pursuant to which VAYU merged with and into
Merger Sub (the “Merger”).
Background of the
On December 29, 2020,
the Company created Merger Sub and became its sole shareholder.
Merger Sub was created solely for the purpose of the Merger.
Pursuant to the
Agreement, the Merger of Merger Sub with and into VAYU was
structured as a reverse triangular merger and was intended to
qualify as a tax-free reorganization. Under the Agreement,
VAYU would be the surviving entity (the “Surviving
The Board of
Directors of the Company and of Merger Sub determined that the
Merger would be in the best interests of the Company and Merger Sub
and their respective shareholders.
The Board of
Directors of VAYU determined it to be in the best interests of VAYU
and its shareholders to enter into the Agreement and recommended
the Merger to the VAYU shareholders.
To close the Merger,
VAYU was required to seek and receive approval from its
shareholders, and the holders of outstanding promissory notes (the
“Convertible Notes”) that were convertible into shares of VAYU
common stock (the “Noteholders”) had to agree to accept shares of
the Company’s Series D Preferred Stock in lieu of shares of VAYU
common stock . Pursuant to the Agreement, one of the closing
conditions was that VAYU was required to receive approval from the
holders of at least 80% of the VAYU Shares, defined in the
Agreement as VAYU’s outstanding shares of common stock as well as
the shares of VAYU common stock issuable to the Noteholders on
conversion of the Convertible Notes (the “VAYU Shares”). VAYU
obtained the approval of the required holders of the VAYU Shares on
December 29, 2020. An additional closing condition was that VAYU
was required to establish an escrow account and that the account be
funded with $72,000, representing the amount of the PPP loan
received by VAYU,
The Company and
Merger Sub are not required to consummate the Merger and close the
transaction until all of the closing conditions set forth in the
Agreement are satisfied or waived.
Pursuant to the
Agreement, the Merger will become effective when all of the closing
conditions set forth in the Agreement have been met or waived by
the applicable party and the Certificate of Merger has been filed
with the Delaware Secretary of State (the “Effective Time”). The
specific effects of the Merger include but are not limited to the
property, rights, privileges, immunities, powers, franchises,
licenses and authority of VAYU and Merger Sub shall vest in the
Surviving Corporation, and all debts, liabilities, obligations,
restrictions and duties of each of VAYU and Merger Sub shall become
the debts, liabilities, obligations, restrictions and duties of the
Certificate of Incorporation of VAYU will be the Certificate of
Incorporation of the Surviving Corporation, and the Bylaws of VAYU
will be the Bylaws of the Surviving Corporation.
the Closing, the officers and directors of VAYU immediately prior
to the Effective Time will resign, and the officers and directors
of the Company immediately prior to the Closing will be appointed
as officers and directors of Surviving Corporation, in each case
until their respective successors are duly elected or appointed and
Additionally, as of
the Effective Time, as a result of the Merger, the outstanding
securities of VAYU will be converted as follows:
of VAYU’s common stock that are owned by the Company, Merger Sub,
or VAYU (as treasury stock or otherwise) will be cancelled and
retired automatically and will cease to exist, and no consideration
shall be delivered in exchange therefor.
VAYU Noteholders with rights of conversion into VAYU Common Stock
(“Contingent Common Stock”) will receive their portion of the
Company’s Series D Convertible Preferred Stock with those rights,
preferences and limitations under the Designation on a
dollar-for-dollar basis using the following formula: Amount of
outstanding indebtedness under the respective Notes divided by
Company agreed to enter into an Employment Agreement (the
“Employment Agreement”) with Daniel Pepper, the President and CEO
of VAYU, discussed in more detail below, and to issue 200,000
Series D Preferred Stock Restricted Stock Units (“RSUs”) to Mr.
Pepper pursuant to an RSU Agreement (the “RSU Agreement”),
discussed in more detail below.
Pursuant to the
Agreement, the shares of the Company’s Series D Preferred Stock
issuable in connection with the Merger and pursuant to the RSU
Agreement and the Additional RSU Agreement (collectively, the
“Merger Preferred Stock”) are subject to the following terms and
noted above in connection with the description of the Designation
for the Series D Preferred Stock, each share of Series D Preferred
Stock will automatically convert into shares of the Company’s Class
A Common Stock on the earlier to occur of (a) the fifth day
after the twenty-four month anniversary
the original issue date or (b) the fifth day after the date on
which the Company’s Class A Common Stock first trades on a national
securities exchange (including but not limited to NASDAQ, NYSE, or
NYSE American but excluding OTCQX Market) (such date, the
“Automatic Conversion Date”)
sale of the shares of the Company’s Class A Common Stock issued on
the Automatic Conversion Date (the “Conversion Shares”) into the
market or to any private purchaser shall be limited to not more
than twenty-five percent (25%) of all Conversion Shares received by
the holder of the Company’s Series D Preferred Stock at the time of
the automatic conversion in a 90-day period, and this restriction
on resale may be evidenced by legend placed on any certificate
representing the Conversion Shares.
fractional shares of the Company’s Class A Common Stock will be
issued in connection with the Automatic Conversion, and any
fraction of a share that would be issuable will be paid by the
Company in cash to the holder of the Series D Preferred
any time prior to the Conversion Date, the Company has the right
but not the obligation to redeem the Company’s Series D Preferred
Stock by paying to the holder(s) of the Series D Preferred Stock
$3.50 for each share of Series D Preferred Stock held by such
The completion and
closing of the Merger are subject to the satisfaction or waiver of
customary closing conditions, including, among other things, the
approval of the holders of at least 80% of the VAYU shares, as
described above. The Company currently anticipates that the Merger
will be close on or before January 10, 2021.
The foregoing summary
of the Merger Agreement and the transactions contemplated by the
Merger Agreement does not purport to be complete and is subject to,
and qualified in its entirety by reference to, the full text of the
Merger Agreement, which is filed as Exhibit 2.1 to this Current
Report on Form 8-K.
In connection with
the Merger Agreement, and the Company, entered into the Employment
Agreement, pursuant to which Mr. Pepper agreed to remain as CEO of
the Surviving Corporation (the “Services”).
connection with the Agreement, the Company agreed to grant to Mr.
Pepper a total of 200,000 Series D Preferred Stock Restricted Stock
Units (the “Pepper RSUs”) pursuant to the terms of the RSU
summaries of the Employment Agreement and the RSU Agreement and the
transactions contemplated by the Employment Agreement and the RSU
Agreement do not purport to be complete and are subject to, and
qualified in their entirety by reference to, the full texts of the
Employment Agreement and the RSU Agreement, which are filed as
Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.
On December 30, 2020,
the Company filed an Amendment to a Preliminary Information
Statement (the “Amendment”), to amend the Preliminary Information
Statement filed on December 28, 2020 (the “Prior Information
Statement”), which disclosed the Company’s plans to amend its
certificate of incorporation to effectuate a reverse stock split
and change the name of the Company. In the Amendment, the
Company clarified that it was withdrawing and terminating the prior
Preliminary Information Statement and that the Board of Directors
of the Company would not take the corporate actions outlined in the
Prior Information Statement, and that instead, the Company planned
to hold a shareholder meeting to present these matters to a vote of
the shareholders of the Company.
9.01 Financial Statement and Exhibits.
2.1Merger Agreement dated December
3.1Certificate of Designation
10.1Employment Agreement dated
10.2RSU Agreement dated December
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.
Alpine 4 Technologies Ltd.
Kent B. Wilson
Executive Officer, President
(Principal Executive Officer)
Date: December 29, 2020