Item 1.01. Entry into a Material Definitive Agreement.
In connection with the transactions contemplated by the Agreement and Plan of
Merger dated as of
• Convertible at any time into shares of the Company's common stock at a rate of
one share of common stock for each share of Series B Preferred Stock
(liquidation preference
• Redeemable after 30 months from issuance at the option of the holder in whole
or in part, at the redemption price of$2.00 per share; provided that if such redemption occurs on or after the five (5) year anniversary of the issuance date, the redemption paid by the Company will be$6.00 per share;
• Redeemable at the option of the Company if change of control of the Company
occurs at a a redemption price of
• Ranked (i) senior to all classes or series of the Company's common stock and to
all other equity securities expressly designated as ranking junior to the Series B Preferred Stock; (ii) on parity with the Company's 10.5% Series A Cumulative Perpetual Preferred Stock; (iii) at least on parity with any future class or series of our equity securities; and (iv) effectively junior to all our existing and future indebtedness; and
• Non-voting.
The shares of Series B Preferred Stock will be restricted securities and not be listed on any exchange.
The foregoing description of the Note Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Note Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description 10.1 Note Purchase and Cancellation Agreement dated as ofJanuary 5, 2023 , by and between the Company,PURO Lighting, LLC , andAcuity Brands Lighting, Inc. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL 2
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