LATCH, INC. Item 1.01. Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On
At the effective time of the First Merger, the Company will issue to HDW's
stockholders as merger consideration (i)
The Shares shall be non-transferable until the fifth anniversary of the closing of the Mergers (the "Closing Date") (the "Restricted Period"), subject to certain accelerated releases. In the event the Company's 60 trading day volume weighted average closing stock price ("VWAP") exceeds the price thresholds set forth in the table below, the applicable portion of the Shares set forth below will be released from transfer restrictions:
Share Price Threshold Percent of Shares Released
$2.00 25%
$3.00 25%
$4.00 25%
$5.00 25%
In addition, there may be accelerated releases of the Shares in connection with
a change of control of the Company or in the event that, as of
The Merger Agreement contains customary representations, warranties and covenants by and among the parties. The completion of the transactions is subject to customary closing conditions, including the effectiveness of the Jamie Siminoff Employment Agreement (as defined below) and the Jamie Siminoff Stock Restriction Agreement (as defined below).
The Merger Agreement may be terminated (i) upon mutual agreement of the parties
or (ii) by either party if the Mergers have not been consummated by
The Merger Agreement and the above description have been included to provide information regarding the terms of the Merger Agreement. They are not intended to provide any other factual information about the Company or any other parties to the Merger Agreement or their respective affiliates or equityholders. The representations, warranties, and covenants contained in the Merger Agreement were made only for the purposes of the Merger Agreement and as of the specific dates, were solely for the benefit of the parties thereto, may have been used for purposes of allocating risk between each party rather than establishing matters of fact, may be subject to a contractual standard of materiality different from that generally applicable to the Company's filings required by the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, and may be subject to qualifications or limitations agreed upon by
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the parties in connection with the negotiated terms, including being qualified by schedules and other disclosures made by each party. Accordingly, the representations, warranties, and covenants in the Merger Agreement should not be relied upon as statements of factual information. . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K (this "Report") regarding the Promissory Notes is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information set forth under Item 1.01 of this Report regarding the Shares is incorporated herein by reference. The Shares are expected to be issued to HDW's stockholders (the "Sellers") in transactions exempt from registration under the Securities Act by virtue of Section 4(a)(2) of the Securities Act.
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 under Item 1.01 of this Report regarding the Jamie Siminoff Employment Agreement is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
The information set forth in Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Report contains certain forward-looking statements within the meaning of the federal securities laws, including statements regarding adoption of the Company's technology and products. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "would," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Forward-
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looking information includes, but is not limited to, statements regarding the
closing of the Mergers. Many factors could cause actual future events to differ
materially from the forward-looking statements in this document, including: (i)
the risk that the proposed Mergers may not be completed in a timely manner or at
all, which may adversely affect the Company's businesses and the price of its
securities; (ii) uncertainties as to the timing of the consummation of the
Mergers and the potential failure to satisfy the conditions to the consummation
of the Mergers; (iii) the risk that the proposed Mergers may involve unexpected
costs, liabilities or delays; (iv) the effect of the announcement, pendency or
completion of the proposed transaction on the ability of the Company to retain
and hire key personnel and maintain relationships with customers, suppliers and
others with whom the Company does business, or on the Company's operating
results and business generally; (v) the risk that the Company's businesses may
suffer as a result of uncertainty surrounding the Mergers and disruption of
management's attention due to the Mergers; (vi) the outcome of any legal
proceedings related to the Mergers or otherwise, or the impact of the Mergers
thereupon; (vii) restrictions during the pendency of the proposed transaction
that may impact the Company's ability to pursue certain business opportunities
or strategic transactions; (viii) risks that the anticipated benefits of the
Mergers or other commercial opportunities may otherwise not be fully realized or
may take longer to realize than expected; (ix) risks relating to the value of
the Company's common stock to be issued in the First Merger; (x), the Company's
ability to implement business plans and changes and developments in the industry
in which the Company competes, including successfully integrating HDW into its
operations; (xi) the Company's ability to regain and maintain compliance with
the listing standards of Nasdaq; (xii) the Company's ability to timely complete
the ongoing restatement of its consolidated financial statements for 2019, 2020,
2021 and the first quarter of 2022; (xiii) the expected performance of the
combined Company's management team and the transition in the Company's CEO
position; (xiv) the expected performance of the Company's stock and share price;
and (xv) the Company's response to any of the aforementioned factors. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this Report. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and the other
risks and uncertainties described in the "Risk Factors" section of the Company's
Annual Report on Form 10-K filed with the
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Description
2.1 Agreement and Plan of Merger, by and among Latch, Inc. , LS Key Merger Sub
1, Inc., LS Key Merger Sub 2, LLC and Honest Day's Work, Inc. , dated as of
May 15, 2023 .
4.1 Form of Promissory Note.
10.1 Employment Agreement, dated as of May 15, 2023 , by and between Latch, Inc.
and Jamie Siminoff .
10.2 Stock Restriction Agreement, dated as of May 15, 2023 , by and between
Latch, Inc. and Jamie Siminoff .
99.1 Press Release dated May 16, 2023 .
104 Cover Page Interactive Data File, formatted in Inline XBRL (included as
Exhibit 101).
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