Item 8.01 Other Events.
Kalera Announces Adjustment of Exercise Price of Class A Warrants
We hereby notify you of three adjustments to the exercise price of the class A
warrants (the "Class A Warrants") of
Share Dividends and Splits Adjustment
Section 2(b) of the Class A Warrants provides that the exercise price of such
warrants shall be
Section 3(a) of the Class A Warrants provides that such exercise price shall be adjusted if the Company combines, including by way of a reverse share split, outstanding ordinary shares of the Company (the "Ordinary Shares") into a smaller number of shares.
The adjustment described under Section 3(a) provides that, in such an event, the exercise price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of such Class A Warrant shall be proportionately adjusted such that the aggregate exercise price of the warrant shall remain unchanged.
On
As a result of the Reverse Stock Split and pursuant to Section 3(a) described
above, as of the Effective Date the exercise price of the Class A Warrants was
adjusted from
Reset Exercise Price Adjustment
Section 2(b) of the Class A Warrants also provides that, on the 60th calendar
day following the Issuance Date, i.e. as of
Pursuant to the above, the exercise price of the Class A Warrants as of
Share Combination Event Adjustment
Section 3(h) of the Class A Warrants provides that the exercise price of such warrants shall be adjusted if there occurs, among others, a share split involving the Company's ordinary shares and the Event Market Price (as defined therein) is less than the exercise price then in effect. If the above-described conditions occur, then on the 16th trading day immediately following the share split (i) the exercise price shall be reduced (but in no event increased) to the Event Market Price, and (ii) the number of Warrant Shares shall be increased such that the aggregate exercise price payable shall be equal to the aggregate exercise price on the Issuance Date, provided, however, that the increase to the number of Warrant Shares shall not be greater than two times (2x) the number of Warrant Shares issuable prior to the relevant share split.
As a result of the Reverse Stock Split, pursuant to Section 3(h) of the Class A
Warrants, as of the 16th trading day following the Effective Date, i.e. as of
? Exercise price per Warrant Share issued:
?$6.76
? Number of shares issuable pursuant to the exercise of 100 Class A Warrants:
? 1.923077
Please note that, pursuant to the terms of the Class A Warrants, no fractional shares or scrip representing fractional shares shall be issued upon the exercise of such warrant. As to any fraction of a share which a warrant holder would otherwise be entitled to subscribe for upon such exercise, the Company shall round down to the next whole share.
Current Exercise Price of Class A Warrants
As a result of the above, the current exercise price of
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