BIGBEAR.AI HOLDINGS, INC. 
Item 1.01 Entry into a Material Definitive Agreement.
On
The purchase price of each Share and associated Warrant was
Securities Purchase Agreement
The Securities Purchase Agreement contains customary representations,
warranties, and covenants of the Company and the Purchaser and customary closing
conditions, indemnification rights, and other obligations of the parties. Under
the Securities Purchase Agreement, the Company agreed to use the net proceeds
from the sale of the Securities for working capital purposes and to not use such
proceeds: (a) for the satisfaction of any portion of the Company's debt (other
than payment of trade payables in the ordinary course of the Company's business
and prior practices), (b) for the redemption of any Common Stock or Common Stock
Equivalents (as defined in the Securities Purchase Agreement), (c) for the
settlement of any outstanding litigation, or (d) in violation of the Foreign
Corrupt Practices Act of 1977, as amended, or the regulations promulgated by the
The Company also agreed that, from the date of the Securities Purchase Agreement until ninety (90) days after the effective date of the initial registration statement (the "Effective Date") filed under the Registration Rights Agreement (as defined below), the Company will not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents (as defined in the Securities Purchase Agreement) or (ii) file any registration statement or any amendment or supplement thereto, in each case other than as contemplated under the Registration Rights Agreement. Further, until the one (1) year anniversary of the Effective Date of the initial registration statement filed under the Registration Rights Agreement, the Company is prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction (as defined in the Securities Purchase Agreement), subject to certain limited exceptions set forth in the Securities Purchase Agreement? provided, however, that, after ninety (90) days following the Effective Date, the issuance and sale of shares of Common Stock in an "at the market" offering shall not be prohibited.
The foregoing summary of the Securities Purchase Agreement is qualified in its entirety by reference to the form of the Securities Purchase Agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.
Common Stock Purchase Warrant
The Warrants have an exercise price of
The foregoing summary of the Warrants is qualified in its entirety by reference to the form of Common Stock Purchase Warrant, which is filed as Exhibit 4.1 to this Form 8-K and is incorporated by reference herein.
Registration Rights Agreement
In connection with the Private Placement, the Company entered into a
Registration Rights Agreement with the Purchaser, dated
Upon the occurrence of any Event (as defined in the Registration Rights Agreement), which, among others, prohibits the Purchaser from reselling the Securities for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days during any twelve (12)-month period, the Company is obligated to pay to each Purchaser, on each monthly anniversary of each such
--------------------------------------------------------------------------------
Event, an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate subscription amount paid by such Purchaser pursuant to the Securities Purchase Agreement.
The Company may not file any other registration statements until all Shares and
Warrant Shares are registered pursuant to a registration statement that is
declared effective by the
The foregoing summary of the Registration Rights Agreement is qualified in its entirety by reference to the form of Registration Rights Agreement, which is filed as Exhibit 10.2 to this Form 8-K and is incorporated by reference herein.
Item 3.02 Unregistered Sales of
The information contained above in Item 1.01 related to the Securities is hereby incorporated by reference into this Item 3.02. The Securities were sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506(b) of Regulation D promulgated under the Securities Act as sales to accredited investors and in reliance on similar exemptions under applicable state laws.
Item 8.01 Other Events.
On
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements." Such
statements include, but are not limited to, statements regarding the intended
use of proceeds from the private placement and may be preceded by the words
"intends," "may," "will," "plans," "expects," "anticipates," "projects,"
"predicts," "estimates," "aims," "believes," "hopes," "potential" or similar
words. Forward-looking statements are not guarantees of future performance, are
based on certain assumptions and are subject to various known and unknown risks
and uncertainties, many of which are beyond the Company's control, and cannot be
predicted or quantified and consequently, actual results may differ materially
from those expressed or implied by such forward-looking statements. These
forward-looking statements are subject to a number of risks and uncertainties,
including changes in domestic and foreign business, market, financial,
political, and legal conditions; risks related to the uncertainty of the
projected financial information (including on a segment reporting basis); risks
related to delays caused by factors outside of our control, including changes in
fiscal or contracting policies or decreases in available government funding;
changes in government programs or applicable requirements; budgetary
constraints, including automatic reductions as a result of "sequestration" or
similar measures and constraints imposed by any lapses in appropriations for the
federal government or certain of its departments and agencies; influence by, or
competition from, third parties with respect to pending, new, or existing
contracts with government customers; our ability to successfully compete for and
receive task orders and generate revenue under Indefinite Delivery/Indefinite
Quantity contracts; potential delays or changes in the government appropriations
or procurement processes, including as a result of events such as war, incidents
of terrorism, natural disasters, and public health concerns or epidemics; and
increased or unexpected costs or unanticipated delays caused by other factors
outside of our control, such as performance failures of our subcontractors;
risks related to the rollout of the business and the timing of expected business
milestones; the effects of competition on our future business; our ability to
issue equity or equity-linked securities in the future, and those factors
discussed in the Company's reports and other documents filed with the
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 4.1 Form of Common Stock Purchase Warrant. 10.1* Form of Securities Purchase Agreement, dated as ofJanuary 16, 2023 , by and among the Company and the Purchaser. 10.2* Form of Registration Rights Agreement, dated as ofJanuary 16, 2023 , by and among the Company and the Purchaser. 99.1 Press release, datedJanuary 17, 2023 . 99.2 Press release, datedJanuary 19, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
*Schedules, exhibits and similar attachments have been omitted pursuant to Item
601(a)(5) of Regulation S-K.
--------------------------------------------------------------------------------
© Edgar Online, source
