Item 1.01 Entry into a Material Definitive Agreement.
On May 11, 2022, Enjoy Technology, Inc. ("Enjoy" or the "Company") issued and
sold a secured promissory note in an aggregate principal amount of $10,000,000
(the "Note") to Ron Johnson, chair of the Company's board of directors, Chief
Executive Officer, and a beneficial owner of greater than 5% of the Company's
common stock (the "Holder"). The Note has a scheduled maturity date of November
11, 2022 and will be repayable upon written demand of the Holder at any time on
or after such date. The Note bears interest at a rate of 10% per annum,
compounding quarterly and payable at maturity. The Company may prepay the Note
at any time without premium or penalty. The Note contains customary
representations and warranties and events of default, including certain "change
of control" events involving the Company. The Note is secured by substantially
all of the assets of the Company. The Note does not restrict the incurrence of
future indebtedness by the Company, and shall become subordinated in right of
payment and lien priority upon the request of any future senior lender. The
Company expects to use the proceeds of the Note to fund general corporate and
immediate working capital requirements.
The foregoing description of the terms of the Note does not purport to be
complete and is subject to, and is qualified in its entirety by, reference to
the Note, a copy of which is filed as exhibit 10.1 and is incorporated by
reference.
Item 2.02 Results of Operations and Financial Condition.
On May 16, 2022, Enjoy issued a press release announcing its financial results
for the quarter ended March 31, 2022 and announcing that it has initiated a
review of strategic alternatives. A copy of the press release is furnished
herewith as Exhibit 99.1 and incorporated herein by reference.
The information contained herein and the accompanying Exhibit 99.1 are furnished
and shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as
amended, nor shall it be deemed incorporated by reference in any filing with the
Securities and Exchange Commission made by Enjoy, whether made before or after
the date hereof, regardless of any general incorporation language in such
filing.
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 in Item 1.01 of this Current Report on Form 8-K is
incorporated into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Secured Promissory Note, dated as of May 11, 2022, by and among
Enjoy Technology, Inc. and Ron Johnson.
99.1 Press Release dated May 16, 2022.
104 Cover Page Interactive Data File, formatted in Inline XBRL (embedded
within the Inline XBRL document).
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