PALLADYNE AI CORP. Item 1.01. Entry Into A Material Definitive Agreement.
Indemnification Agreements
Effective as of the Closing Date, the Company entered into indemnification agreements with each of its directors and executive officers. Each indemnification agreement provides for indemnification and advancements by the Company of certain expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their service as a director or executive officer of the Company or as a director or executive officer of any other company or enterprise to which such person provides services at the Company's request.
The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, a form of which is filed herewith as Exhibit 10.16 and is incorporated herein by reference.
Registration Rights Agreement
Effective as of the Closing Date, the Company,
The foregoing description of the registration rights agreement does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, a form of which is filed herewith as Exhibit 10.7 and is incorporated herein by reference.
Stockholder Lock-up Agreements
Sarcos Stockholders Lock-up Agreements
Pursuant to lock-up agreements (each, a "Lock-up Agreement") between certain security holders of Old Sarcos (the "Old Sarcos Holders") and the Company, the Old Sarcos Holders agreed, among other things, to the following transfer restrictions following the Closing:
• Old Sarcos Holders holding Old Sarcos preferred stock prior to the Closing
agreed, among other things, that (a) 50% of their shares may not be
transferred until the earlier to occur of (x) six months following
Closing, and (y) 120 days following the Closing if the stock price of the
. . .
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the " Introductory Note " above is incorporated by reference into this Item 2.01.
As previously reported, on
Prior to the Special Meeting, holders of 23,479,970 shares of Class A Common
Stock of Rotor exercised their right to redeem such shares for cash at a price
of approximately
• 142,718,497 shares of Common Stock of the Company outstanding;
• 5,129,222 shares of Common Stock of the Company subject to New Sarcos RSAs;
• 8,701,011 shares of Common Stock of the Company subject to New Sarcos
options;
• 1,106,384 shares of Common Stock of the Company subject to New Sarcos
RSUs; and
• 20,549,468 Warrants of the Company outstanding.
FORM 10 INFORMATION
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for the business of the Company. Specifically, forward-looking statements may include statements relating to:
• the anticipated benefits of the Business Combination; . . .
Item 3.02. Unregistered Sales of
Concurrently with the execution of the Merger Agreement, Rotor entered into the
Subscription Agreements with each of the
Item 3.03. Material Modifications to Rights of Security Holders.
In connection with the consummation of the Transactions, Rotor changed its name
to "
Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.
Item 4.01. Change in the Registrant's Certifying Accountant.
Change in the Company's Certifying Accountant
On
The audit report of Marcum on Rotor's financial statements for the fiscal year
ending
During the period from
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the satisfaction of Marcum, would have caused it to make reference to the subject matter of the disagreements in its reports on Rotor's financial statements for such year.
During the period from
The Company provided Marcum with a copy of the foregoing disclosures prior to
the filing of this Current Report on Form 8-K with the
During the fiscal year ending
Item 5.01. Changes in Control of Registrant.
Reference is made to the disclosure in the Proxy Statement in the subsection titled "The Merger Agreement" in the section titled " Proposal No. 1 - Approval of the Business Combination ," beginning on page 105 of the Proxy Statement, which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 2.01 of this Current Report on Form 8-K in the sections titled "Directors and Executive Officers" and "Certain Relationships and Related Person Transactions" is incorporated herein by reference.
2021 Equity Compensation Decisions
2021 Wolff Equity Awards
In
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The Old Sarcos board of directors, in consultation with an outside compensation
consultant, considered many factors in determining the size and terms of the
2021 Wolff Equity Awards, including
The 2021 Wolff RSA vests in four equal quarterly installments beginning on the
date that is six months following the Closing Date, subject to
The 2021 Wolff Option vests and becomes exercisable as to 25% of the grant on
the one-year anniversary of the Closing Date, and as to 1/36th of the remaining
portion of the grant at the end of each month thereafter, provided that 100% of
the 2021 Wolff Option immediately vests and becomes exercisable upon the earlier
of (i) a termination of
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.
In connection with the Transactions, on
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Item 5.06. Change in Shell Company Status.
As a result of the Transactions, the Company ceased to be a shell company upon the Closing. The material terms of the Transactions are described in the section entitled " Proposal No. 1 - Approval of the Business Combination ," beginning on page 105 of the Proxy Statement and are incorporated herein by reference. Further reference is made to the information contained in Item 2.01 of this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On
The Company announces material information to the public through a variety of
means, including filings with the
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Rotor's audited financial statements as of and for the period from
The unaudited condensed consolidated financial statements of Rotor as of and for
the six months ended
The audited consolidated financial statements of Old Sarcos as of and for the
years ended
The unaudited condensed consolidated financial statements of Old Sarcos as of
and for the three and six months ended
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(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of the Company
for the year ended
(d) Exhibits.
Filed or
Exhibit Filing furnished
Number Description Form File No. Exhibit No. date herewith
2.1† Agreement and Plan of
Merger, dated as of April April 6,
5, 2021, by and among the 8-K 001-39897 2.1 2021
Company, Rotor Merger Sub
Corp. and Old Sarcos †
2.2 Amendment No. 1 to
Merger Agreement, dated
as of August 28, 2021, by 8-K 001-39897 2.1 August
and among Company, Rotor 30, 2021
Merger Sub and Old
Sarcos.
3.1 Second Amended and
Restated Certificate of
Incorporation of Sarcos X
Technology and Robotics
Corporation
3.2 Amended and Restated
Bylaws of Sarcos X
Technology and Robotics
Corporation
4.1 Specimen Stock X
Certificate
4.2 Specimen Warrant S-1/A 333-251521 4.3 December
Certificate 30, 2020
4.3 Warrant Agreement
between Continental Stock S-1/A 333-251521 4.4 December
Transfer & Trust Company 30, 2020
and the Registrant
10.1 Letter Agreement
between Rotor, Rotor 8-K 001-39897 10.4 January
Sponsor LLC, and 20, 2021
Riverview LLC
10.2 Form of Letter
Agreement between the January
Company, Rotor Sponsor 8-K 001-39897 10.5 20, 2021
LLC and Black Rock
Funds
10.3 Form of Subscription 8-K 001-39897 10.3 April 6,
Agreement 2021
10.4 Form of Lock-up
Agreement, by and among 8-K 001-39897 10.1 April 6,
the Company, Sarcos, and 2021
Sarcos Holders
10.5 Form of Lock-up
Agreement, by and among April 6,
the Company, Sarcos, and 8-K 001-39897 10.2 2021
certain stockholders of
Sarcos
10.6 Form of Waiver 8-K 001-39897 10.4 April 6,
Agreement 2021
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10.7 Form of Registration
Rights Agreement, by and April 6,
among the Company, Rotor 8-K 001-39897 10.5 2021
Sponsor LLC , and certain
stockholders of Sarcos
10.8+ Sarcos Technology and
Robotics Corporation 2021
Equity Incentive Plan;
Form of Stock Option X
Agreement; Form of
Restricted Stock Unit
Agreement
10.9+ Sarcos Technology and
Robotics Corporation 2021 X
Employee Stock Purchase
Plan
10.10+ Sarcos Corp. 2015 X
Equity Incentive Plan
10.11+ Employment Agreement by
and between Old Sarcos
and Benjamin G. Wolff, X
effective as of September
24, 2021
10.12+ Employment Agreement by
and between Old Sarcos
and Steven Hansen, X
effective as of September
24, 2021
10.13+ Employment Agreement by
and between Old Sarcos
and Marian Joh, effective X
as of September 24,
2021
10.14+ Employment Agreement by
and between Old Sarcos
and Kristi Martindale, X
effective as of September
24, 2021
10.15+ Employment Agreement by
and between Old Sarcos
and Dr. Fraser Smith, X
effective as of September
24, 2021
10.16+ Form of Indemnification X
Agreement
10.17 Lease Agreement, dated
as of July 21, 2015 , by
and between B.F. X
Enterprises, LLC and
Sarcos Corp.
16.1 Letter from Marcum LLP
Regarding Change in X
Certifying Accountant
16.2 Letter from Tanner LLC August
Regarding Change in 8-K 001-39897 16.1 30, 2021
Certifying Accountant
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99.1 Sarcos Corp. unaudited
condensed consolidated
financial statements as
of and for the six months X
ended June 30, 2021 and
2020 and related notes
thereto
99.2 Unaudited pro forma
condensed combined
financial information for
the year ended December X
31, 2020 and as of and
for the six months ended
June 30, 2021 and related
notes thereto
99.3 Press release dated X
September 27, 2021
104 Cover Page Interactive
Data File (embedded X
within the Inline XBRL
document)
+ Indicates management contract or compensatory plan.
† Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item
601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted
schedule or exhibit to the
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